FORBEARANCE AGREEMENT

  Username:

  Password:

Exhibit 10.1

THIS FORBEARANCE AGREEMENT (this “ Agreement ”) is entered into as of October 1, 2009, between Vitesse Semiconductor Corporation, a Delaware corporation (the “ Issuer ”) and the beneficial owners of the 1.50% Convertible Subordinated Debentures due 2024 (the “ Notes ”) signatories hereto (the “ Forbearing Holders ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture governing the Notes, dated as of September 22, 2004, between the Issuer and U.S. Bank National Association (the “ Trustee ”) (as amended and supplemented, or otherwise modified, the “ Indenture ”).

RECITALS

WHEREAS, pursuant to the Indenture, the Issuer has issued Notes in principal amount of $96,700,000 and the Forbearing Holders hold Notes in the principal amount listed below each Forbearing Holder’s name on the signature pages hereto (the “ Forbearing Notes ”).

WHEREAS, the Forbearing Holders have exercised, or have indicated that they intend to exercise, their rights pursuant to Section 11.1 of the Indenture to require the Issuer to repurchase 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 Issuer’s failure to mail a Repurchase Event Notice pursuant to Section 11.3 of the Indenture and a Repurchase Event Purchase Notice pursuant to Section 11.4 of the Indenture or to file a Schedule TO pursuant to Section 11.7 of the Indenture (the “ Existing Defaults ”).

WHEREAS, the Forbearing Holders assert (and the Issuer disputes) that there will be an Event of Default under Section 4.1(c) of the Indenture if the Issuer fails 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 the Forbearing Notes (the “ Put Repurchase Default ” and together with the Existing Defaults, the “ Specified Defaults ”).

WHEREAS, the Issuer has requested that the Forbearing Holders agree to forbear, and the Forbearing Holders have agreed to forbear, from exercising their rights and remedies with respect to the Specified Defaults for the period, and on the terms and conditions, specified herein.

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 Issuer hereby acknowledges and agrees, with respect to the Forbearing Holders only, that:

(a) On the Put Repurchase Date, the Issuer will be indebted and liable to the Forbearing Holders pursuant to Section 11.1(a) of the Indenture in an amount equal to 113.76% of the principal amount of the Forbearing Notes, together with any accrued and unpaid interest and any Additional Amounts (the “ Repurchase Price ”); for the avoidance of doubt, until such time as the Forbearing Holders receive the Repurchase Price, the Forbearing

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