Exhibit 10.1
EXCHANGE AGREEMENT
This Exchange Agreement (this "Agreement") is made and entered into as of this
day of July, 2008, by and between
(the "Holder"), and
Mindspeed Technologies, Inc., a Delaware corporation (the "Company").
RECITALS
WHEREAS, the Holder currently holds $
aggregate principal amount
of the Company's 3.75% Convertible Senior Notes due 2009 (the "Old Notes");
WHEREAS, the Holder desires to exchange the Old Notes for an equal principal
amount of the Company's 6.50% Convertible Senior Notes due 2013 (the "New
Notes") on the terms and conditions set forth in this Agreement (the "Note
Exchange");
WHEREAS, the Company desires to issue to the Holder $
aggregate
principal amount of New Notes in exchange for the Old Notes in the Note
Exchange; and
WHEREAS, the New Notes will be issued pursuant to an indenture, to be entered
into by the Company and the Trustee named therein (the "Trustee"), dated as of
the date hereof (the "Indenture"), substantially in the form of Exhibit A
hereto.
NOW, THEREFORE, in consideration of the premises and the agreements set forth
below, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
EXCHANGE
SECTION 1.1
EXCHANGE OF THE OLD NOTES.
UPON THE TERMS AND SUBJECT
TO THE CONDITIONS OF THIS AGREEMENT, AT THE CLOSING (AS DEFINED HEREIN), THE
COMPANY SHALL ISSUE TO THE HOLDER, AND THE HOLDER AGREES TO ACCEPT FROM THE
COMPANY, $
IN AGGREGATE PRINCIPAL AMOUNT OF NEW NOTES, TOGETHER
WITH ALL ACCRUED AND UNPAID INTEREST PAID IN CASH ON THE OLD NOTES TO, BUT
EXCLUDING, THE CLOSING DATE, IN EXCHANGE FOR $
AGGREGATE
PRINCIPAL AMOUNT OF OLD NOTES TENDERED TO THE COMPANY BY THE HOLDER PURSUANT TO
THE TERMS HEREOF AND THE LETTER OF TRANSMITTAL (AS DEFINED HEREIN).
SECTION 1.2
CLOSING. SUBJECT TO THE SATISFACTION (OR WAIVER BY THE
HOLDER AND THE COMPANY, AS APPLICABLE) OF THE CONDITIONS SET FORTH IN SECTIONS
1.3(I) AND 1.3(II) BELOW, THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (THE "CLOSING") IS ANTICIPATED TO TAKE PLACE ON OR BEFORE THE SECOND
(2ND) BUSINESS DAY AFTER THE DATE HEREOF AT THE OFFICES OF THE COMPANY, 4000
MACARTHUR BOULEVARD, EAST TOWER, NEWPORT BEACH, CALIFORNIA 92660, OR ON SUCH
OTHER DATE AND AT SUCH OTHER PLACE AS THE PARTIES MAY AGREE IN WRITING (THE
"CLOSING DATE").
AT THE CLOSING, (I) THE HOLDER SHALL DELIVER OR CAUSE TO BE
DELIVERED TO THE COMPANY ALL OF SUCH
HOLDER'S RIGHT, TITLE AND INTEREST IN AND TO ALL OF THE OLD NOTES, AND ALL
DOCUMENTATION RELATED THERETO, AND WHATEVER DOCUMENTS OF CONVEYANCE OR TRANSFER
MAY BE NECESSARY OR DESIRABLE TO TRANSFER TO AND CONFIRM IN THE COMPANY ALL
RIGHT, TITLE AND INTEREST IN AND TO THE OLD NOTES, AND (II) THE COMPANY SHALL
ISSUE TO THE HOLDER THE NEW NOTES AND PAY TO THE HOLDER IN CASH BY WIRE TRANSFER
OF IMMEDIATELY AVAILABLE FUNDS AN AMOUNT EQUAL TO THE ACCRUED AND UNPAID
INTEREST ON THE HOLDER'S OLD