Amendment No. 2 to Loan and Security Agreement
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as
of March 31, 2010, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and
MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).
A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of
September 30, 2008 (as amended, the “Loan Agreement”).
B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.
C. Bank and Borrower desire to modify the Loan Agreement as set forth herein, subject, in all respects, to
the terms and conditions hereof.
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
1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in
the Loan Agreement.
2. Modifications to Loan Agreement. Unless otherwise specifically set forth below, the following modifications
to the Loan Agreement shall be deemed effective as of March 31, 2010.
2.1 Modification to Payment of Annual Commitment Fee . Section 2.4(a) of the Loan Agreement
requires the payment by Borrower to Bank of an annual commitment fee of $56,250 per year on the anniversary
date of the Effective Date. Due to the reduction of the Revolving Line Maximum Dollar Amount in connection with
the effectiveness of this Amendment, it is agreed that no further annual commitment fee shall be due and payable by
Borrower after March 31, 2010 through the Revolving Line Maturity Date, provided, however, that all
commitment fees paid by Borrower prior to March 31, 2010 are not subject to refund or proration, and are
deemed fully earned by Bank, and shall be in addition to interest and to all other amounts payable hereunder.