EXHIBIT 10.2
THIRD AMENDMENT TO REVOLVING
CREDIT AGREEMENT
This Third Amendment to Revolving
Credit Agreement (this “Amendment”) is entered into as
of January 23, 2009, 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, an
“Existing Borrower” and collectively with Parent,
“Existing Borrowers”) and Microsemi Corp. - Analog
Mixed Signal Group, Ltd., an Israeli corporation (“Microsemi
Israel” or “New Borrower” and together with
Existing Borrowers, “Borrowers”).
RECITALS
Existing 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 and that certain Second
Amendment to Revolving Credit Agreement dated as of
September 25, 2008 (collectively, the
“Agreement”). The New Borrower wishes to be a
“Borrower” under the Agreement. The parties further
desire to amend the Agreement in accordance with the terms of this
Amendment.
NOW, THEREFORE, the parties agree as
follows:
1. All references in the Loan
Documents to “Borrowers”, “a Borrower”,
“any Borrower” or “each Borrower” (as
applicable) shall mean and include Microsemi Israel. Microsemi
Israel hereby is added as a “Borrower” to the Loan
Documents as if it was a Borrower from the Effective Date, subject
to all the terms, conditions, rights, covenants, representations
and warranties, duties and other obligations of Borrowers under the
Loan Documents.
2. The following defined terms in
Section 1.1 of the Agreement hereby are added, amended or
restated as follows:
“Auction Rate
Securities” means Parent’s investment in auction rate
securities held with UBS.
“UBS” means UBS Bank USA
and affiliates.
“UBS Debt” means the
“no net cost loan” provided to Parent by UBS in an
amount not to exceed Forty-Six Million Five Hundred Fifty Thousand
Dollars ($46,550,000), which debt shall be secured by the Auction
Rate Securities.
3. Lenders hereby waive
Borrowers’ failure to comply with Section 7.15 of the
Agreement.
4. A new Section 8.1(i) hereby
is added to the Agreement to read as follows:
“(i) the UBS Debt; provided,
however, that any proceeds thereof held in cash or otherwise at a
financial institution shall be maintained at Bank, Comerica
Securities, Inc. or their Affiliates.”
5. A new Section 8.2(d) hereby
is added to the Agreement to read as follows:
“(d) Liens upon the Auction
Rate Securities in favor of UBS solely to secure the UBS
Debt.”
6. No course of dealing on the part
of Agent or any Lender, or their officers, nor any failure or delay
in the exercise of any right by Agent or any Lender, shall operate
as a waiver thereof, and any single or partial exercise of any such
right shall not preclude any later exercise of any such right.
Agent’s or any Lender’s failure at any time to require
strict performance by Borrowers of any provision shall not affect
any right of Agent and each Lender thereafter to demand strict
compliance and performance. Any suspension or waiver of a right
must be in writing signed by an officer of Agent.
7. Unless otherwise defined, all
initially capitalized terms in this Amendment shall be as defined
in the Agreement. The Agreement, as amended hereby, shall be and
remain in full force and effect in accordance with its respective
terms and hereby is ratified and confirmed in all respects. Except
as expressly set forth herein, the execution, delivery, and
performance of this Amendment shall not operate as a waiver of, or
as an amendment of, any right, power, or remedy of Agent or any
Lender under the Agreement, as in effect prior to the date
hereof.
8. Each Borrower represents and
warrants that the Representations and Warranties contained in the
Agreement are true and correct as of the date of this Amendment,
and that no Event of Default has occurred and is
continuing.
9. As a condition to the
effectiveness of this Amendment, Agent shall have received, in form
and substance satisfactory to Agent, the following:
(a) this Amendment, duly executed by
Borrowers;
(b) a Certificate of the Secretary
of Microsemi Corp. – Analog Mixed Signal Group, Ltd. with
respect to incumbency and resolutions authorizing the execution and
delivery of this Amendment;
(c) all reasonable fees and expenses
incurred through the date of this Amendment, which may be debited
from any of Parent’s accounts; and
(d) such other documents, and
completion of such other matters, as Agent may reasonably deem
necessary or appropriate.
10. This Amendment may be executed
in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one
instrument.
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IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the first date above
written.
