LOAN AND SECURITY AGREEMENT AND CONSENT

A.  

Borrower and Bank have entered into that certain Loan and Security Agreement dated as of July 3, 2008, as amended by that certain Amendment No. 1 to Loan and Security Agreement dated December 18, 2008 (as so amended and as may be further amended, restated or modified, the “ Loan Agreement ”), pursuant to which the Bank has agreed to extend and make available to Borrower certain advances of money.

B.  

In support of Borrower’s Obligations under the Loan Agreement, (i) Guarantor and Bank have entered into that certain Unconditional Guaranty and Security Agreement dated as of July 3, 2008 (the “ Guaranty ”), and Guarantor, Borrower, and Bank have entered into that certain Uncertificated Security Control Agreement dated as of July 3, 2008 (the “ USCA ”).

C.  

Borrower has informed Bank that Borrower wishes to sell its analog business group, comprised of Guarantor and all of Guarantor’s Subsidiaries (such sale, the “ Transaction ”), to Synopsys, Inc., a Delaware corporation (the “ Buyer ”), pursuant to a Membership Interest Purchase Agreement substantially in the form of the document received by Bank via e-mail from Borrower on May 6, 2009, at 12:32 p.m. (the “ Transaction Document ”).

D.  

Borrower and Guarantor acknowledge and confirm that Sections 7.1, 7.3, and 7.5 of the Loan Agreement and various sections of the Guaranty and the USCA prohibit Borrower from entering into the Transaction without Bank’s prior written consent.

E.  

Borrower and Guarantor desire that Bank (i) consent to the Transaction, (ii) terminate the Guaranty and the USCA, and (iii) amend the Loan Agreement to modify a financial covenant and make certain other changes, all upon the terms and conditions more fully set forth herein.

F.  

Subject to the representations and warranties of Borrower and Guarantor herein and upon the terms and conditions set forth in this Amendment, Bank is willing to consent to the Transaction, to terminate the USCA and the Guaranty, and to amend the Loan Agreement.

1.  

Consent to Transaction .  Subject to Section 6, Bank hereby grants its consent (i) to Borrower entering into and consummating the Transaction in accordance with the Transaction Document and (ii) to the transfer of the membership interests of Guarantor to the Buyer in connection with the Transaction, free and clear of any security interest held by Bank under the Loan Documents.  Bank further agrees that the actions described in (i) and (ii) above, in and of themselves, shall not be deemed to be an Event of Default under the Loan Agreement.  The foregoing consent is conditioned on the Transaction closing not later than May 11, 2009.

2.  

Termination of Guaranty, USCA, and related UCC filings .

2.1  

Guaranty .  Subject to Section 6, Bank and Guarantor hereby agree that immediately upon the consummation of the Transaction as consented to by Bank, the Guaranty shall be terminated.  Following such termination of the Guaranty, Bank shall file (i) a UCC termination statement with regard to UCC financing statement 82300091 and (ii) a UCC amendment with regard to UCC financing statement 82300034 modifying the definition of Guarantor in such financing statement to be consistent with definition of Guarantor in the Loan Agreement, as amended pursuant to Section 3.3 below.

2.2  

USCA .  Subject to Section 6 of this Amendment, Bank hereby gives notice pursuant to Section 8(a) of the USCA that immediately upon the consummation of the Transaction as consented to by Bank,  the USCA shall be terminated.

3.  

Amendments to Loan Agreement .

3.1  

Section 6.7(c) (Adjusted Quick Ratio).   Section 6.7(c) of the Loan Agreement is amended in its entirety and replaced by the following:

3.2  

Section 10 (Notices) .  Borrower’s notice address in Section 10 of the Loan Agreement is modified to read as follows:

“If to Borrower:

( before June 1, 2009 )

MIPS Technologies, Inc.

1225 Charleston Road

Mountain View, CA 94043

Attn: General Counsel

Fax:  (650) 567-5154

Email: gail@mips.com

3.3  

Section 13 (Definitions) .  The definition of “Guarantor” in Section 13.1 of the Loan Agreement is amended in its entirety by deleting it and replacing it with the following:

3.4  

Exhibit E to Loan Agreement (Compliance Certificate) .  Exhibit E (“Compliance Certificate”) of the Loan Agreement is amended in its entirety by deleting it and replacing it with Exhibit A attached hereto.

4.  

Borrower’s Representations And Warranties .

4.1  

Borrower represents and warrants that:

(a)  

immediately upon giving effect to this Amendment (i) 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 (ii) no Event of Default has occurred and is continuing;

(b)  

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

(c)  

the certificate of incorporation, bylaws and other organizational documents of Borrower delivered to Bank in connection with the execution of the Loan Agreement, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

(d)  

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 by all necessary corporate action on the part of Borrower;

(e)  

this Amendment has been duly executed and delivered by the Borrower and is the binding obligation of Borrower, enforceable against it 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;

(f)  

as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations.  Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents; and

(g)  

the Transaction, and the executed documents effecting the Transaction, shall not, on an individual basis or together with one or more other executed documents, (i) substantially differ from the Transaction Document or (ii) differ from the reasonable expectation