Amendment No. 1 to Loan and Security Agreement

Exhibit 10.1

Amendment No. 1 to Loan and Security Agreement

     THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 2, 2009, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).

Recitals

      A.  Bank and Borrower have entered into that certain Loan and Security Agreement dated as of September 30, 2008 (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.

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. 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 the date hereof.

      2.1 Section 6.8 Compliance Period . The period of ninety days from the Effective Date for compliance with the covenant set forth in Section 6.8(a) as originally set forth in the Loan Agreement is hereby extended to March 15, 2009.

      2.2 Revised Section 6.9. Section 6.9 of the Loan Agreement that now reads as follows:

“ 6.9 Financial Covenants .

Borrower shall maintain on a consolidated basis with respect to Borrower and its Subsidiaries, a Tangible Net Worth of at least $12,500,000 (the “Minimum Tangible Net Worth”), to be tested as of the last day of each fiscal quarter, commencing with the fiscal quarter ending October 3, 2008, which Minimum Tangible Net Worth shall increase by:

(i) by 50% of Net Income on a quarterly basis commencing with Net Income in the quarter ending after October 3, 2008 and continuing with respect to each fiscal quarter thereafter, and

(ii) by 50% of issuances of equity and 50% of the principal amount of Subordinated Debt, issued after October 3, 2008, effective on the date of such issuances, other than for issuances of Subordinated Debt the proceeds of which are used to refinance outstanding Subordinated Debt substantially concurrently with the issuance thereof, up to the amount of the original principal amount the Subordinated Debt being so replaced.”

IS HEREBY AMENDED TO READ AS FOLLOWS:

“ 6.9 Financial Covenant.

Borrower shall maintain on a consolidated basis with respect to Borrower and its Subsidiaries, a Tangible Net Worth of at least $7,500,000 (the “Minimum Tangible Net Worth”), to be tested as of the last day of each fiscal quarter, commencing with the fiscal quarter ending April 3, 2009, which Minimum Tangible Net Worth shall increase by:

(i) by 50% of Net Income on a quarterly basis commencing with Net Income in the quarter ending after April 3, 2009 and continuing with respect to each fiscal quarter thereafter, and

(ii) by 50% of issuances of equity and 50% of the principal amount of Subordinated Debt, issued after April 3, 2009, effective on the date of such issuances, other than for issuances of Subordinated Debt the proceeds of which are used to refinance outstanding Subordinated Debt substantially concurrently with the issuance thereof, up to the amount of the original principal amount of the Subordinated Debt being so replaced.”

      2.3 Revised Section 7.1(f). Section 7.1(f) of the Loan Agreement that now reads as follows:

“(f) Transfers consisting of patents of Borrower that are not material to the business of Borrower.”

IS HEREBY AMENDED TO READ AS FOLLOWS:

“(f) Transfers consisting of (i) patents of Borrower that are not material to the business of Borrower and (ii) patents of Borrower that are material to the business of Borrower as long as, in connection therewith, Borrower

receives from any and all transferees thereof, irrevocable, perpetual, and transferable licenses that permit Borrower to continue to use such patents in the conduct and operation of its business in the ordinary course.”

      2.4 Permitted Location of Certain Collateral. Notwithstanding the terms and provisions of the Loan Agreement, including, without limitation, the restrictive provisions of Section 7.2(3)(B), Borrower is hereby permitted to transfer, on a one-time basis only, test e