THIRD FORBEARANCE AGREEMENT

  Username:

  Password:

EXHIBIT 10.3

THIS THIRD FORBEARANCE AGREEMENT (this “ Agreement ”) is entered into as of October 16, 2009, among Vitesse Semiconductor Corporation, a Delaware corporation (the “ Borrower ”), the other Loan Parties (as defined below), and Whitebox VSC Ltd., a British Virgin Islands business company (the “ Agent ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement dated as of August 23, 2007, by and among the lenders from time to time signatory thereto (collectively the “ Lenders ” and individually each a “ Lender ”), the Borrower, and the Agent, as one of the Lenders and as agent for the Lenders.

RECITALS

WHEREAS, the Borrower and U.S. Bank National Association (the “ Trustee ”) are parties to that certain Indenture, dated as of September 22, 2004 (the “ Indenture ”), which governs the Borrower’s 1.50% Convertible Subordinated Debentures due 2024 (the “ Notes ”).

WHEREAS, pursuant to the Indenture, the Borrower has issued Notes in principal amount of $96,700,000 and certain holders of Notes (the “ Forbearing Holders ”) exercised their rights pursuant to Section 11.1 of the Indenture and required the Borrower to repurchase their Notes (the “ Forbearing Notes ”) on October 1, 2009 (the “ Put Repurchase Date ”).

WHEREAS, a default has occurred and is continuing under Section 4.1(d) of the Indenture as a result of the Borrower’s failure to mail a Repurchase Event Notice (as defined in the Indenture) pursuant to Section 11.3 of the Indenture and a Repurchase Event Purchase Notice (as defined in the Indenture) pursuant to Section 11.4 of the Indenture or to file a Schedule TO pursuant to Section 11.7 of the Indenture (the “ Notes Existing Defaults ”).

WHEREAS, the Forbearing Holders assert (and the Borrower disputes) that an event of default has occurred and is continuing under Section 4.1(c) of the Indenture because of the Borrower’s failure to repurchase the Forbearing Notes from the Forbearing Holders on the Put Repurchase Date at a purchase price equal to 113.76% of the principal amount of such Forbearing Notes (the “ Notes Put Repurchase Default ” and together with the Notes Existing Defaults, the “ Notes Specified Defaults ”).

WHEREAS, the Borrower and the Forbearing Holders have entered into a Forbearance Agreement dated as of October 16, 2009 in substantially the form previously provided by the Borrower to the Agent (the “ Indenture Forbearance Agreement ”) pursuant to which the Forbearing Holders have agreed to forbear from exercising their rights and remedies with respect to the Notes Specified Defaults for a certain limited period, under the terms and conditions specified therein.

WHEREAS, the Notes Put Repurchase Default may result in an Event of Default under Section 7.1(i) of the Loan Agreement and may also result in an Event of Default under Sections 7.1(d) and (e) of the Loan Agreement (the “ Loan Specified Defaults ”) (it being expressly understood that the Borrower makes no admissions hereunder to any Event of Default under the Loan Agreement).

WHEREAS, the Borrower has requested that the Lenders agree to forbear, and the Lenders have agreed to forbear, from exercising their rights and remedies with respect to any Loan Specified Defaults during the Forbearance Period (as defined below) should any Loan Specified Default be determined to have actually occurred, on the terms and conditions and in consideration for the terms set forth below.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1 Acknowledgement and Reaffirmation . The Borrower hereby acknowledges and agrees that:

(a) (i)&

This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms.