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CREDIT AGREEMENT AND RELATED INSTRUMENTS
3 Months Ended
Dec. 30, 2012
Debt Disclosure [Abstract]  
CREDIT AGREEMENT AND DERIVATIVE INSTRUMENTS
CREDIT AGREEMENT AND RELATED INSTRUMENTS 
Credit Agreement
During the quarter ended April 1, 2012, we entered into Amendment No. 3 to our Credit Agreement dated as of November 2, 2010 with Morgan Stanley Senior Funding, Inc. (“MSSF”) and the lenders referred to therein (as amended, the “Third Amended and Restated Credit Agreement”). In accordance with ASC 470-50, we accounted for the third amendment as a debt modification with respect to amounts that remained in the syndicate and a debt extinguishment with respect to amounts that exited the syndicate. Pursuant to the Third Amended and Restated Credit Agreement, MSSF has provided $860.0 million in senior secured lien credit facilities, consisting of a term loan facility in an aggregate principal amount of $810.0 million and a revolving credit facility in an aggregate principal amount of $50.0 million.
Under the Third Amended and Restated Credit Agreement, the current applicable margin on revolving loans and swingline loans determined at the Base Rate is 3.00% to 3.75% and revolving loans and swingline loans determined at the Eurodollar Rate is 4.00% to 4.75%, depending on Microsemi's consolidated leverage ratio. For term loans, the current applicable margin on term loans determined at the Base Rate is 2.00% and on term loans determined at the Eurodollar Rate is 3.00%. The “Base Rate” is defined as a rate per annum equal to the greatest of (a) the prime rate, (b) 1/2 of 1% per annum above the federal funds effective rate, (c) the one-month Eurodollar Rate plus 1%, and (d) in the case of any term loans, 2.00%. The “Eurodollar Rate” is defined as (a) the rate per annum offered for deposits of dollars for the applicable interest period that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M., London, England time, two (2) business days prior to the first day of such interest period or (b) if no such offered rate exists, such rate will be the rate of interest per annum as determined by the administrative agent (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits of dollars in immediately available funds are offered at 11:00 A.M., London, England time, two (2) business days prior to the first day in the applicable interest period by major financial institutions reasonably satisfactory to the administrative agent in the London interbank market for such interest period and for an amount equal or comparable to the principal amount of the loans to be borrowed, converted or continued as Eurodollar Rate loans on such date of determination. In the case of term loans, the Eurodollar Rate will not be lower than 1.00%. The principal amount outstanding under our term loan facility is a Eurodollar Rate loan and is subject to an interest rate of 4.00% as of December 30, 2012.
As of December 30, 2012, we had $751.0 million borrowed under the term loan facility and no borrowings under the revolving facility. The fair value of our term loan balance was $756.6 million based on a market quote provided to us by MSSF and considering this valuation to be as Level 2.
The amended term loan facility matures in February 2018 and principal amortizes at $8.1 million per year. During the quarter ended December 30, 2012, we completed an optional principal prepayment of $25.0 million. While there are currently no scheduled principal repayments until the maturity date, our credit agreement stipulates an annual payment of a percentage of Excess Cash Flow ("ECF") beginning after 2013. The ECF percentage is between 0% and 50% depending on our consolidated leverage ratio as of the end of a fiscal year. 
Pursuant to the Third Amended and Restated Credit Agreement, we can request, at any time and from time to time, the establishment of one or more term loan and/or revolving credit facilities with commitments in an aggregate amount not to exceed $200.0 million as of December 30, 2012. 
We expect to pay an undrawn commitment fee ranging from 0.25% to 0.625% depending on our consolidated leverage ratio, on the unused portion of the revolving facility. If any letters of credit are issued, then we expect to pay a fronting fee equal to 0.25% per annum of the aggregate face amount of each letter of credit and a participation fee on all outstanding letters of credit at a per annum rate equal to the margin then in effect with respect to Eurodollar Rate-based loans on the face amount of such letter of credit.  
The Amended and Restated Credit Agreement includes financial covenants requiring a maximum leverage ratio and minimum fixed charge coverage ratio and also contains other customary affirmative and negative covenants and events of default. We were in compliance with our financial covenants as of December 30, 2012.
Interest Rate Swap Agreements  
In connection with the original Credit Agreement, in 2011, we entered into interest rate swap agreements for the purpose of minimizing the variability of cash flows in the interest rate payments of our variable rate borrowings. The cash flows received under the interest rate swap agreements are expected to offset the change in cash flows associated with LIBOR rate borrowings between the effective and maturity dates of the swaps. Our three swap agreements have notional amounts, fixed rates and initial terms as follows: $24.0 million at 1.49% for 2.0 years, $121.0 million at 1.83% for 3.0 years and $24.0 million at 2.21% for 4.0 years. We classify our interest rate swap balances as Level 2 fair value measurements. We determined the fair value of our interest rate swap agreements based on mid-market valuations reported to us by the counterparty to the swap agreements. Related to these interest rate swap agreements, we recorded a long-term liability of $1.6 million as of December 30, 2012 and $1.9 million as of September 30, 2012. We reflect the change in fair value of the swaps through other income (expense), net and recorded income of $0.3 million in the first quarter of 2013 and expense of $0.3 million in the first quarter of 2012.