EX-10.1



 Exhibit 10.1 
 AMENDMENT NO. 2 TO 
 LOAN AND SECURITY AGREEMENT 

THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 8th day of
March, 2013, by and between MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) and SILICON VALLEY BANK (“Bank”). Capitalized terms used herein without definition shall have
the same meanings given them in the Loan Agreement (as defined below). 
 RECITALS 

A. Borrower and Bank have entered into that certain Loan and Security Agreement dated as of February 6, 2012 (as has been and
may be further amended, restated, or otherwise modified, the “Loan Agreement”), pursuant to which the Bank has extended and will make available to Borrower certain advances of money. 

B. Borrower desires that Bank amend the Loan Agreement upon the terms and conditions more fully set forth herein. 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 intending to be legally bound, the parties hereto agree as follows: 
  

	 	1.	AMENDMENTS TO LOAN AGREEMENT. 


1.1 Section 6.7 (Financial Covenants). Section 6.7(b) (Adjusted EBITDA) of the Loan Agreement is hereby amended by
(a) changing the required Adjusted EBITDA for Borrower’s third fiscal quarter of 2013 from “$4,000,000” to “$1,500,000” and (b) deleting the entire line for the measuring period of Borrower’s fourth fiscal
quarter of 2013. 
 1.2 Section 6.7 (Financial Covenants). Section 6.7(c) (Fixed Charge Coverage Ratio) of the
Loan Agreement is hereby amended to read in its entirety as follows: 
 “A Fixed Charge Coverage Ratio of not less than
(i) 1.10 to 1.00 for Borrower’s fourth fiscal quarter of 2013 and each of the first, second and third fiscal quarters of 2014, and (ii) 1.25 to 1.00 for each of Borrower’s fiscal quarters thereafter.” 

1.3 Section 6.7 (Financial Covenants). The last paragraph of Section 6.7 to the Loan Agreement is hereby amended and
restated in its entirety as follows: 
 “Notwithstanding the foregoing, if, as of the last day of any fiscal quarter,
Borrower maintains (I) a Liquidity Ratio of at least 1.40 to 1.00, and (II) a balance of unrestricted cash and Cash Equivalents at Bank plus cash and Cash Equivalents subject to a Control Agreement greater than (i) Twenty Million Dollars
($20,000,000) plus (ii) beginning on March 31, 2013, the outstanding principal amount of the Existing Convertible Notes, if any, the covenants set forth in Sections 6.7(b) and 6.7(c) above shall not be applicable for such fiscal
quarter.” 







 1.4 Form of Compliance Certificate. The form of Compliance Certificate contained on
Exhibit F to the Loan Agreement is hereby amended and restated in its entirety to the form of Exhibit F to this Amendment. 

2. LIMITATION. The amendments set forth in this Amendment shall be limited precisely as
written and shall not be deemed (a) to be a forbearance, waiver or modification of any other term or condition of the Loan Agreement 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 Agreement or any instrument or agreement referred to therein; (b) to be a consent to any future amendment or modification, forbearance 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; or (c) to limit or impair Bank’s right to demand strict performance of all terms and covenants as of any date. Except
as expressly amended hereby, the Loan Agreement shall continue in full force and effect. 
 3. REPRESENTATIONS
AND WARRANTIES. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank 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 delivered to Bank 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 its 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 its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any material Requirement of Law, (b) any material agreement 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 its 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 either Borrower, except as already has been obtained or made or except for any filing, recording, or registration required by the Securities Exchange Act of 1934; 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. 

  
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 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, and each Guarantor shall have duly executed and delivered its Reaffirmation of Guaranty to Bank; 
 4.2 Payment of Amendment Fee. Borrower shall have paid to Bank an amendment fee in the amount of $25,000; and 
 4.3 Payment of Bank Expenses. Borrower shall have paid all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred and invoiced 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 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. 

[signature page follows] 

  
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	BORROWER:	  	MINDSPEED TECHNOLOGIES, INC.,
		  	a Delaware corporation
			
		  	By	 	 /s/ Stephen N. Ananias

		  	Name:	 	Stephen N. Ananias
		  	Title:	 	Chief Financial Officer
		
	BANK:	  	SILICON VALLEY BANK
			
		  	By	 	 /s/ Raj Morey

		  	Name:	 	Raj Morey
		  	Title:	 	Relationship Manager

  

  
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 EXHIBIT F 
 COMPLIANCE CERTIFICATE 
  

					
	 TO: SILICON VALLEY BANK
	  	 	Date:                     	  
	 FROM: MINDSPEED TECHNOLOGIES, INC.
	  			

 The undersigned authorized officer of MINDSPEED TECHNOLOGIES, INC. (“Borrower”) certifies that
under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): (1) Borrower is in complete compliance for the period ending
                    with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and
warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower,
and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted
pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously
provided written notification to Bank. 
 Attached are the required documents supporting the certification. The undersigned certifies that these
are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination
that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given
them in the Agreement. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 

 

					
	 Reporting Covenant
	  	 Required
	  	 Complies

	 Quarterly financial statements with Compliance Certificate
	  	Quarterly within 45 days	  	Yes    No
	 Annual financial statement (CPA Audited)
	  	FYE within 120 days	  	Yes    No
	 10-Q, 10-K and 8-K
	  	Within 5 days after filing with SEC	  	Yes    No
	 Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue Schedule
	  	Monthly within 30 days	  	Yes    No
	 Annual Board Approved Projections
	  	FYE within 45 days	  	Yes    No

  

									
	 Financial Covenant
	  	Required	 	Actual	 	  	 Complies

	 Maintain on a Quarterly Basis (unless otherwise noted):
	  		 				  	
	 Minimum Liquidity Ratio
	  	1.25:1.0	 	 	:1.0	  	  	Yes    No
	 Minimum Adjusted EBITDA**
	  	See Schedule	 	$	            	  	  	Yes    No
	 Minimum Fixed Charge Coverage Ratio**
	  	*	 	$	            	  	  	Yes    No
	 Minimum Cash and Cash Equivalents at Bank and/or subject to a Control Agreement
	  	***	 	$	            	  	  	Yes    No


  
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	*	not less than (i) 1.10 to 1.00 for Borrower’s fourth fiscal quarter of 2013 and each of the first, second and third fiscal quarters of 2014, and
(ii) 1.25 to 1.00 for each of Borrower’s fiscal quarters thereafter. 

  

	**	not applicable for any fiscal quarter if, as of the last day of any fiscal quarter, Borrower maintains (I) a Liquidity Ratio of at least 1.40 to 1.00, and (II)
a balance of unrestricted cash and Cash Equivalents at Bank plus cash and Cash Equivalents subject to a Control Agreement greater than (i) Twenty Million Dollars ($20,000,000) plus (ii) beginning on March 31, 2013, the outstanding
principal amount of the Existing Convertible Notes, if any. 

  

	***	(i) Fifteen Million Dollars ($15,000,000) plus (ii) beginning on March 31, 2013, the outstanding principal amount of the Existing Convertible Notes,
if any. 

  

					
	 Performance Pricing
	  	 Applies

			
	Liquidity Ratio < 1.35 to 1.00	  	LIBOR + 3.75%, Base Rate + 1.75%, Unused Fee 0.50%	  	Yes No
			
	Liquidity Ratio 3 1.35 to 1.00 but £ 1.50 to 1.00	  	LIBOR + 3.50%, Base Rate + 1.50%, Unused Fee 0.375%	  	Yes No
			
	Liquidity Ratio > 1.50 to 1.00	  	LIBOR + 3.25%, Base Rate + 1.25%, Unused Fee 0.25%	  	Yes No

 The following financial covenant analyses and information set forth in Schedule 1 attached hereto are
true and accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the certification
above: (If no exceptions exist, state “No exceptions to note.”) 
  

 
  

 
  

 

	
	  


  

							
	MINDSPEED TECHNOLOGIES, INC.	  	BANK USE ONLY
				
		 		  	Received by:	  	  

		 		  		  	AUTHORIZED SIGNER
	By:	 	  
	  	Date:	  	  

	Name:	 	  
	  	Verified:	  	  

	Title:	 	  
	  		  	AUTHORIZED SIGNER
		 		  	Date:	  	  

			
		 		  	Compliance Status: Yes No


  
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 Schedule 1 to Compliance Certificate 

Financial Covenants of Borrower 
 In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. 
 Dated:  
  

	I.	Liquidity Ratio (Section 6.7(a)) 


Required: 1.25:1.00 
 Actual: 

 

							
	 A.
	  	Aggregate value of the unrestricted cash and cash equivalents of Borrower and Guarantors	  	$	            	  
			
	 B.
	  	Aggregate value of the net billed accounts receivable of Borrower and Guarantors	  	$	            	  
			
	 C.
	  	Beginning on March 31, 2013, the outstanding principal amount of the Existing Convertible Notes	  	$	            	  
			
	 D.
	  	Liquidity (the sum of lines A through C)	  	$	            	  
			
	 E.
	  	Aggregate value of all Indebtedness owing from Borrower to Bank	  	$	            	  
			
	 F.
	  	Liquidity Ratio (line D divided by line E)	  			

 Is line F equal to or greater than 1.25:1:00? 

 

							
		 	              No, not in compliance
	 	            Yes, in compliance	 	


  
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	II.	Adjusted EBITDA (Section 6.7(b)) 


Required: 
  

			
	 Measuring Period
	  	 Adjusted EBITDA

	 Borrower’s third fiscal quarter of 2012
	  	($3,000,000)
	 Borrower’s fourth fiscal quarter of 2012
	  	($500,000)
	 Borrower’s first fiscal quarter of 2013
	  	$1,500,000
	 Borrower’s second fiscal quarter of 2013
	  	$1,500,000
	 Borrower’s third fiscal quarter of 2013
	  	$1,500,000

 Actual: 
  

							
	 A.
	  	Net Income	  	$	            	  
	 B.
	  	Interest Expense	  	$	            	  
	 C.
	  	to the extent deducted in the calculation of Net Income, Depreciation expense	  	$	            	  
	 D.
	  	to the extent deducted in the calculation of Net Income, Amortization expense	  	$	            	  
	 E
	  	Income Tax Expense	  	$	            	  
	 F.
	  	Other non-cash charges including but not limited to stock based compensation	  	$	            	  
	 G.
	  	non-recurring charges incurred through the third fiscal quarter of 2013 (which shall include transaction fees related to the Acquisition, sign on bonuses, transitional employee
expenses, redundant contractual commitments and severance payment), which non-recurring charges shall be capped at Five Million Five Hundred Thousand Dollars ($5,500,000) in the aggregate	  	$	            	  
	 H.
	  	non-recurring charges incurred in connection with any Permitted Acquisition approved by Bank in its sole discretion	  	$	            	  
	 I.
	  	unusual, non-recurring or other extraordinary charges or expenses approved by Bank in its sole discretion	  	$	            	  
	 J.
	  	pro forma cost savings and synergies approved by Bank in its sole discretion	  	$	            	  
	 K
	  	to the extent covered by insurance proceeds, losses in connection with casualty events approved by Bank in its sole discretion	  	$	            	  
	 L.
	  	Adjusted EBITDA (Line A plus Line B plus Line C plus Line D plus Line E plus Line F plus Line G plus line H plus Line I plus Line J plus Line K)	  	$	            	  

 Is line L greater than or the equal to the amount required above? 

 

							
		 	              No, not in compliance
	 	             Yes, in compliance	 	


  
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	III.	Fixed Charge Coverage Ratio (Section 6.7(c)) 

 Required: not less than (i) 1.10 to 1.00 for Borrower’s fourth fiscal quarter of 2013 and each of the first, second and third fiscal quarters of 2014, and (ii) 1.25 to 1.00 for each of
Borrower’s fiscal quarters thereafter. 
 Actual: 
  

					
	A.	  	Adjusted EBITDA (value of line II.L above)	  	$            
			
	B.	  	Cash Taxes Paid	  	$            
			
	C.	  	IP Expenditures	  	$            
			
	D.	  	Capitalized Expenditures	  	$            
			
	E.	  	Interest expense	  	$            
			
	F.	  	Scheduled Principal Payments on all Indebtedness	  	$            
			
	G.	  	Fixed Charge Coverage Ratio: (Line A minus lines B, C and D all divided by Line E plus line F)	  	    : 1.00

 Is line G equal to or greater than the amount required above? 

 

							
		 	              No, not in compliance
	 	             Yes, in compliance	 	


  
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 REAFFIRMATION OF GUARANTY 
 This REAFFIRMATION OF GUARANTY is entered into as of March 8, 2013, by the undersigned signatories hereto (the
“Guarantors”) in favor of SILICON VALLEY BANK, (“Bank”). 

 

			
	WHEREAS,	  	Guarantors executed and delivered to Administrative Agent the US Secured Guaranty Documents and UK Secured Guaranty Documents, as applicable (the “Guaranty
Documents”), with respect to the obligations of Mindspeed Technologies, Inc. (“Borrower”) under that certain Loan Agreement dated as of February 6, 2012, by Borrower and Bank (as amended, restated,
supplemented, or otherwise modified from time to time, the “Loan Agreement”);
		
	WHEREAS,	  	Borrower and Bank have now agreed to amend the Loan Agreement as described more fully in that certain Amendment No. 2 to Loan Agreement dated as of the date hereof (the
“Amendment”).

 NOW, THEREFORE, for valuable consideration, receipt of which is
acknowledged, Guarantors hereby agree as follows: 
  

	1.	Reaffirmation of Guaranty. Guarantors jointly and severally hereby ratify and reaffirm their own and each other’s obligations under the Guaranty Documents
to which it is a party and agree that nothing contained in the Amendment shall impair Guarantors’ obligations under the Guaranty Documents or Bank’s rights under the Guaranty Documents. 


 

	2.	Continuing Effect and Absence of Defenses. Each Guarantor acknowledges that the Guaranty Documents to which it is a party are still in full force and effect and
that no Guarantor has any defenses, other than actual payment of the guaranteed obligations, to enforcement of the Guaranty Documents. Each Guarantor waives any and all defenses to enforcement of the Guaranty Documents that might otherwise be
available as a result of the Amendment. 

  

	3.	Organizational Documents. The organizational documents of each Guarantor delivered to Bank remain true, accurate and complete and have not been amended,
supplemented or restated and are and continue to be in full force and effect 

 [Remainder of page intentionally
left blank - signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have cause this Reaffirmation of Guarantee to be
executed as of the date first noted above. 
  

			
	PICOCHIP, LLC
		
	By	 	 /s/ Stephen N. Ananias

	Name:	 	Stephen N. Ananias
	Title:	 	President & Treasurer
	
	MAKER COMMUNICATIONS, INC.
		
	By	 	 /s/ Stephen N. Ananias

	Name:	 	Stephen N. Ananias
	Title:	 	President & Treasurer
	
	MINDSPEED DEVELOPMENT SUB, INC.
		
	By	 	 /s/ Stephen N. Ananias

	Name:	 	Stephen N. Ananias
	Title:	 	Treasurer & Assistant Secretary
	
	MINDSPEED TECHNOLOGIES, LLC
		
	By	 	 /s/ Stephen N. Ananias

	Name:	 	Stephen N. Ananias
	Title:	 	Sole Manager
	
	PICOCHIP LIMITED
		
	By	 	 /s/ Stephen N. Ananias

	Name:	 	Stephen N. Ananias
	Title:	 	Director
	
	PLATINUM ACQUISITION (UK) LIMITED
		
	By	 	 /s/ Stephen N. Ananias

	Name:	 	Stephen N. Ananias
	Title:	 	Director



  
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