EXHIBIT 10.20.2
SECOND AMENDMENT TO REVOLVING
CREDIT AGREEMENT
This Second Amendment to Revolving
Credit Agreement (this “Amendment”) is entered into as
of September 25, 2008, by and among the financial institutions
from time to time signatory hereto (individually a
“Lender,” and any and all such financial institutions
collectively the “Lenders”), Comerica Bank, as
Administrative Agent for the Lenders (in such capacity, the
“Agent”), and Microsemi Corporation
(“Parent”), Microsemi Corp. – Power Products
Group, Microsemi Corp. – Analog Mixed Signal Group, a
Delaware corporation (fka Microsemi Corp. – Integrated
Products), Microsemi Corp. – Massachusetts and Microsemi
Corp. – Scottsdale (each, a “Borrower” and
collectively with Parent, “Borrowers”).
RECITALS
Borrowers, Agent and Lenders are
parties to that certain Revolving Credit Agreement dated as of
December 29, 2006, as amended from time to time, including by
that certain First Amendment to Revolving Credit Agreement dated as
of July 25, 2007 (the “Agreement”). The parties
desire to amend the Agreement in accordance with the terms of this
Amendment.
NOW, THEREFORE, the parties agree as
follows:
1. The following defined terms in
Section 1.1 of the Agreement hereby are added, amended or
restated as follows:
“MDT” means Microwave
Devices Technology Corporation, a Massachusetts
corporation.
“MDT Acquisition” means
the acquisition by Parent of substantially all of the assets of MDT
for total consideration of approximately Eight Million Dollars
($8,000,000) in November 2007.
“SEMICOA” means SEMICOA,
a California corporation.
“SEMICOA Acquisition”
means the acquisition by Parent of SEMICOA for total consideration
of approximately Twenty-Seven Million Dollars
($27,000,000).
“TSI” means TSI
Microelectronics Corporation, a Massachusetts
corporation.
“TSI Acquisition” means
the acquisition by Parent of substantially all of the assets of TSI
for total consideration of approximately Two Million Dollars
($2,000,000) in December 2007.
2. Notwithstanding any provision of
the Agreement to the contrary, Bank hereby (i) consents to
Parent’s consummation of the (x) the MDT Acquisition;
(y) TSI Acquisition; and (z) the SEMICOA Acquisition
(collectively, the “Permitted Transactions”);
(ii) agrees that consideration paid by Parent in connection
wit
