8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2017

MICROSEMI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-8866	95-2110371
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Enterprise, Aliso Viejo, California	92656
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(949) 380-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01 Entry into a Material Definitive Agreement

Increase Term Joinder

On January 25, 2017, Microsemi Corporation, a Delaware corporation ("Microsemi") entered into an Increase Term Joinder No. 2 to Credit Agreement (the "Increase Term Joinder") with respect to an incremental term B loan facility under its existing Credit Agreement dated as of January 15, 2016, as amended by that certain Amendment No. 1 to Credit Agreement, dated June 29, 2016, and as supplemented by that certain Increase Term Joinder to Credit Agreement, dated June 29, 2016 (the "Existing Credit Agreement" and as amended by Amendment No. 2 (as defined below) and supplemented by the Increase Term Joinder, the "Credit Agreement"), with Morgan Stanley Senior Funding, Inc. ("MSSF"), as administrative agent and the lenders party thereto.

The Increase Term Joinder provides for, among other things, $235,000,000 of incremental term B loans (the "Incremental Term B Facility" and such new loans, the "New Term B Loans"). Interest under the Incremental Term B Facility is, at Microsemi’s option, Base Rate or LIBOR, plus a margin. The initial margin for Base Rate borrowings under the Incremental Term B Facility is 1.25% and for LIBOR borrowings under the Incremental Term B Facility is 2.25%. Interest for Base Rate-based loans is calculated on the basis of a 365/366-day year and interest for LIBOR-based loans is calculated on the basis of a 360-day year. The New Term B Loans are subject to a repricing premium of 1.00% of the principal amount refinanced in certain circumstances if the New Term B Loans are refinanced within six months of the effective date of Increase Term Joinder.

The Incremental Term B Facility matures January 15, 2023. The Incremental Term B Facility requires quarterly principal payments in an amount equal to 0.25% of the aggregate principal amount of the loans made under the Incremental Term B Facility commencing March 31, 2017. The proceeds of the Incremental Term B Facility will be used to repay certain existing indebtedness and to pay fees and expenses related thereto.

The Incremental Term B Facility contains certain representations and warranties, certain affirmative covenants, certain negative covenants, certain conditions and events of default that are set forth in the Existing Credit Agreement, as amended by Amendment No. 2 (as defined below).

All obligations of Microsemi under the Incremental Term B Facility are unconditionally guaranteed by each of the guarantors under Microsemi’s Existing Credit Agreement. The Incremental Term B Facility is secured by a lien and security interest in the collateral that also secures the other loans and obligations under the Existing Credit Agreement.

The foregoing summary of the Increase Term Joinder does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Increase Term Joinder, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment No. 2 to Credit Agreement

On January 25, 2017, Microsemi entered into Amendment No. 2 to Credit Agreement ("Amendment No. 2") with respect to its Existing Credit Agreement, with MSSF, as administrative agent, the subsidiary guarantors party thereto and the lenders party thereto.

Pursuant to the Existing Credit Agreement, certain lenders provided senior secured first lien credit facilities, consisting of term loan facilities and a revolving credit facility. Amendment No. 2 provides for, among other things (i) new pricing terms for term B loans outstanding under the Existing Credit Agreement immediately prior to the effectiveness of the amendment (after giving effect to the amendment, the "Repriced Term B Loans") in the aggregate principal amount of $674,700,000, which Repriced Term B Loans replace the entire principal amount of term B loans (the "Existing Term B Loans") outstanding under the Existing Credit Agreement immediately prior to the effectiveness of Amendment No. 2, (ii) certain modifications to the restricted payments provisions and (iii) certain modifications to Microsemi’s ability to incur incremental debt.

The Repriced Term B Loans mature January 15, 2023. The Repriced Term B Loans bear interest at Microsemi’s option at Base Rate or LIBOR, plus a margin. The margin for Base Rate Term B Loans is 1.25% and the margin for LIBOR Term B Loans is 2.25%. The Repriced Term B Loans are subject to a 0.00% LIBOR floor. The Repriced Term B Loans are subject to a repricing premium of 1.00% of the principal amount refinanced in certain circumstances if the Repriced Term B Loans are refinanced within six months of the effective date of Amendment No. 2.

Except as modified by Amendment No. 2 as described above, the terms of the Repriced Term B Loans are the same as the terms of the Existing Term B Loans.

The foregoing summary of Amendment No. 2 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 2, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On January 26, 2017, Microsemi Corporation issued a press release reporting its first quarter results, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Increase Term Joinder No. 2 to Credit Agreement, dated as of January 25, 2017, among Microsemi Corporation, the incremental lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent
10.2	Amendment No. 2 to Credit Agreement, dated as of January 25, 2017, among Microsemi Corporation, the subsidiary guarantors party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent
99.1	Press release dated January 26, 2017, reporting first quarter results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MICROSEMI CORPORATION (Registrant)
Date: January 26, 2017	By:	/s/ John W. Hohener
		John W. Hohener Executive Vice President, Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Increase Term Joinder No. 2 to Credit Agreement, dated as of January 25, 2017, among Microsemi Corporation, the incremental lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent
10.2	Amendment No. 2 to Credit Agreement, dated as of January 25, 2017, among Microsemi Corporation, the subsidiary guarantors party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent
99.1	Press release dated January 26, 2017, reporting first quarter results

EX-10.1

INCREASE TERM JOINDER NO. 2
TO CREDIT AGREEMENT

INCREASE TERM JOINDER NO. 2 TO CREDIT AGREEMENT, dated as of January 25, 2017 (this “Joinder”), is entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “Borrower”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), and the 2017 Incremental Term B Facility Lenders (as hereinafter defined) party hereto.

PRELIMINARY STATEMENTS:

WHEREAS, the Borrower, the several banks and other financial institutions or entities party thereto as lenders, the Administrative Agent and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) entered into that certain Credit Agreement, dated as of January 15, 2016 (as amended, amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”; capitalized terms not otherwise defined in this Joinder have the same meanings as specified in the Credit Agreement);

WHEREAS, the Borrower has requested that certain financial institutions signatory hereto (in such capacity, the “2017 Incremental Term B Facility Lenders”) collectively provide Commitments (the “2017 Incremental Term B Commitments”) hereunder, and make Incremental Term B Loans pursuant hereto, in an aggregate principal amount equal to $235,000,000 (the “Aggregate 2017 Incremental Term B Commitment”) on the Effective Date, the proceeds of which will be used to refinance all or a portion of the outstanding Revolving Loans and to pay fees and expenses related thereto, and each 2017 Incremental Term B Facility Lender is prepared to make a portion of such Aggregate 2017 Incremental Term B Commitment, and to provide a portion of the loans (the “2017 Incremental Term B Loans”) pursuant thereto, in the respective amounts set forth on Schedule 1 hereto, in each case subject to the other terms and conditions set forth herein; and

WHEREAS, the Borrower, the 2017 Incremental Term B Facility Lenders and the Administrative Agent are entering into this Joinder in order to (i) evidence such 2017 Incremental Term B Commitments and such 2017 Incremental Term B Loans, in accordance with Section 2.4 of the Credit Agreement, and (ii) amend the Credit Agreement to permit certain assignments of the outstanding Term B Loans to be made on or after the Amendment No. 2 Effective Date (as defined in Amendment No. 2 to Credit Agreement, dated as of January 25, 2017, among the Borrower, the subsidiary guarantors party thereto, the Administrative Agent and the Term B Lenders party thereto).

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

SECTION 1.    Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4, hereby amended as follows:

(a) Schedule 1.1 of the Credit Agreement shall be amended by adding the below to the immediate end thereof:

2017 Incremental Term B Loans
2017 Incremental Term B Facility Lender	2017 Incremental Term B Commitment	2017 Incremental Term B Percentage
Morgan Stanley Senior Funding, Inc.	$235,000,000.00	100.00%
Total:	$235,000,000.00	100.00%

(b)    Section 1.1 of the Credit Agreement shall be amended by adding the following new definitions thereto in proper alphabetical order:

“2017 Increase Term Joinder”: that certain Increase Term Joinder No. 2 to Credit Agreement, dated as of January 25, 2017, among the Borrower, the Administrative Agent and the 2017 Incremental Term B Facility Lenders party thereto.

“2017 Increase Term Joinder Effective Date”: the date on which all of the conditions contained in Section 4 of the 2017 Increase Term Joinder have been satisfied or waived by the Administrative Agent.

“2017 Incremental Term B Commitment”: the several obligations of the 2017 Incremental Term B Facility Lenders to advance the aggregate amount of up to $235,000,000 to the Borrower on the 2017 Increase Term Joinder Effective Date, pursuant to the terms of this Agreement.

“2017 Incremental Term B Facility”: the 2017 Incremental Term B Commitments and the provisions relating to the 2017 Incremental Term B Loans herein.

“2017 Incremental Term B Facility Lenders”: each Lender with a 2017 Incremental Term B Commitment.

“2017 Incremental Term B Loans”: collectively, the amounts advanced by the 2017 Incremental Term B Facility Lenders to the Borrower under the 2017 Incremental Term B Commitment on the 2017 Increase Term Joinder Effective Date.

(c)    Section 2.1 of the Credit Agreement is hereby amended by adding the following sentence immediately after the second sentence thereof:

“Subject to the terms and conditions hereof and of the 2017 Increase Term Joinder, each 2017 Incremental Term B Facility Lender severally agrees to make, on the 2017 Increase Term Joinder Effective Date, a single Incremental Term B Loan to the Borrower in Dollars in an amount equal to such 2017 Incremental Term B Facility Lender’s 2017 Incremental Term B Commitment as set forth on Schedule 1.1 (after giving effect to the 2017 Increase Term Joinder).”

(d)    Section 2.3 of the Credit Agreement is hereby amended by adding a new clause (d) at the end thereof:

“in the case of the 2017 Incremental Term B Loans, beginning with the Quarterly Payment Date occurring on or around March 31, 2017, an amount equal to 0.25% of the aggregate initial principal amount of all the 2017 Incremental Term B Loans theretofore borrowed by the Borrower pursuant to Section 2.1 (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 4.8 or as designated by the Borrower in accordance with Section 4.1). The remaining unpaid principal amount of the 2017 Incremental Term B Loans and all other Obligations under or in respect of the 2017 Incremental Term B Loans shall be due and payable in full, if not earlier in accordance with this Agreement, on the Term B Loan Maturity Date, except to the extent extended by individual Lenders as to such Lender’s 2017 Incremental Term B Loan.”

SECTION 2.    The 2017 Incremental Term B Loans. Pursuant to Section 2.4 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 4 hereof, on and as of the Effective Date:

(a) Each 2017 Incremental Term B Facility Lender party hereto hereby agrees that upon, and subject to, the occurrence of the Effective Date, (i) such 2017 Incremental Term B Facility Lender shall have, as contemplated by Section 2.4 of the Credit Agreement, a 2017 Incremental Term B Commitment in an amount equal to the amount set forth opposite such 2017 Incremental Term B Facility Lender’s name under the heading “2017 Incremental Term B Commitment” on Schedule 1 to this Joinder, and (ii) such 2017 Incremental Term B Facility Lender shall be deemed to be, and shall become a “Lender”, a “Term Lender” and a “Term B Lender” for all purposes of, and subject to all the obligations of a “Lender”, a “Term Lender” and a “Term B Lender” under the Credit Agreement and the other Loan Documents. The Borrower and the Administrative Agent hereby agree that from and after the Effective Date, each 2017 Incremental Term B Facility Lender shall be deemed to be, and shall become, a “Lender”, a “Term Lender” and a “Term B Lender” for all purposes of, and with all the rights and remedies of a “Lender”, a “Term Lender” and a “Term B Lender” under, the Credit Agreement and the other Loan Documents. The Borrower, the Administrative Agent and each 2017 Incremental Term B Facility Lender hereby agree that from and after the Effective Date, (i) each 2017 Incremental Term B Loan shall be a “Loan”, a “Term Loan”, a “Term B Loan”, an “Incremental Term Loan” and an “Incremental Term B Loan” for all

purposes under the Credit Agreement and other Loan Documents, (ii) the 2017 Incremental Term B Facility shall be a “Facility”, a “Term Facility”, a “Term B Facility”, an “Incremental Term Facility and an “Incremental Term B Facility” for all purposes under the Credit Agreement and other Loan Documents, (iii) each 2017 Incremental Term B Commitment shall be a “Commitment”, a “Term Commitment”, a “Term B Commitment”, an “Incremental Term Loan Commitment” and an “Incremental Term B Commitment” for all purposes under the Credit Agreement and the other Loan Documents. From and after the Effective Date, each reference in the Credit Agreement to any 2017 Incremental Term B Facility Lender’s 2017 Incremental Term B Commitment shall mean its 2017 Incremental Term B Commitment as acquired pursuant to this Joinder, and as set forth opposite its name on Schedule 1 to this Joinder under the heading “2017 Incremental Term B Commitment”.

(b) Each 2017 Incremental Term B Facility Lender hereby agrees to make Incremental Term B Loans to the Borrower on the Effective Date in a principal amount not to exceed its respective 2017 Incremental Term B Commitment (as determined after giving effect to this Joinder).

SECTION 3.    Reference to and Effect on the Loan Documents.

(a) On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Joinder.

(b)    The Credit Agreement, as specifically amended by this Joinder, and the other Loan Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c)    Except as expressly provided herein, the execution, delivery and effectiveness of this Joinder shall not operate as a waiver of any right, power or remedy of any Lender, the Administrative Agent or the Collateral Agent under the Credit Agreement or any other Loan Document, nor shall it constitute a waiver of any provision of the Credit Agreement or any Loan Document.

(d)    The Borrower, for itself and on behalf of each of the Loan Parties, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Guarantee and Collateral Agreement) and confirms that such liens and security interests continue to secure the Secured Obligations, including under the Loan Documents, including, without limitation, all Secured Obligations resulting from or incurred pursuant to the 2017 Incremental Term B Commitments made pursuant hereto, in each case subject to the terms thereof, and (iii) in the case of each Subsidiary Guarantor, ratifies and reaffirms its guaranty of the Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) pursuant to the Guarantee and Collateral Agreement.

(e)    This Joinder shall be deemed a Loan Document for all purposes under the Credit Agreement.

SECTION 4.    Conditions of Effectiveness. This Joinder shall become effective as of the date (the “Effective Date”) on which the following conditions shall have been satisfied (or waived):

(a)     The Administrative Agent shall have received counterparts of this Joinder executed by the Borrower and the 2017 Incremental Term B Facility Lenders.

(b)    After giving effect to this Joinder and the transactions contemplated hereby (i) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Effective Date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date), (ii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Effective Date.

(c)    The Administrative Agent shall have received a legal opinion of O’Melveny & Myers LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the 2017 Incremental Term B Facility Lenders and reasonably satisfactory to the Administrative Agent.

(d)    The Administrative Agent shall have received a certificate of the Borrower substantially in the form of Exhibit F to the Credit Agreement (with such modifications as necessary to make such certificate applicable to the transactions contemplated pursuant to this Joinder) with appropriate insertions and attachments including the certificate of incorporation of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower.

(e)    The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 4.

(f)     The Borrower shall have delivered to the Administrative Agent a notice of borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, on the Effective Date) requesting that the Incremental Term B Facility Lenders make the 2017 Incremental Term B Loans on the Effective Date and specifying the amount to be borrowed.

(g)    The Borrower shall have paid all reasonable and documented costs and expenses of the Administrative Agent in connection with this Joinder (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agents) to the extent invoiced one (1) Business Day prior to the Effective Date.

SECTION 5.    Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent that:

(a)    on and as of the date hereof (i) it has all requisite corporate or other power and authority to enter into and perform its obligations under this Joinder, the Credit Agreement as amended hereby and the other Loan Documents to which it is a party, and (ii) this Joinder has been duly authorized, executed and delivered by it; and

(b)    this Joinder, and the Credit Agreement as amended hereby, constitute legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms, subject only to any limitation under Laws relating to (i) bankruptcy, insolvency, reorganization, moratorium or creditors’ rights generally; and (ii) general equitable principles including the discretion that a court may exercise in the granting of equitable remedies.

SECTION 6.    Costs and Expenses. The Borrower agrees that all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Joinderand the other instruments and documents to be delivered hereunder or in connection herewith (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Administrative Agent (provided that such fees, charges and disbursements shall not include fees, charge and disbursements for more than one counsel plus one local counsel in each relevant jurisdiction)), are expenses that the Borrower is required to pay or reimburse pursuant to Section 11.5 of the Credit Agreement.

SECTION 7.    Execution in Counterparts. This Joinder may be executed by one or more of the parties to this Joinder on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Joinder by facsimile transmission or electronic mail (in “.pdf” or similar format) shall be effective as delivery of a manually executed counterpart hereof.

SECTION 8.    GOVERNING LAW. THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 9.    WAIVER OF RIGHT OF TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS JOINDER OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS JOINDER

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Increase Term Joinder No. 2 to Credit Agreement to be executed by their respective authorized officers as of the date first above written.

MICROSEMI CORPORATION,

as Borrower

By: /s/ John W. Hohener________________

Name: John W. Hohener

Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer

MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent

By: /s/ Jonathon Rauen_________________Name: Jonathon Rauen
Title: Authorized Signatory

MORGAN STANLEY SENIOR FUNDING, INC., as a 2017 Incremental Term B Facility Lender

By: /s/ Jonathon Rauen_________________Name: Jonathon Rauen
Title: Authorized Signatory

Schedule 1
2017 Incremental Term B Commitments and 2017 Incremental Term B Facility Lenders

2017 Incremental Term B Facility Lender	2017 Incremental Term B Commitment	2017 Incremental Term B Commitment Percentage
Morgan Stanley Senior Funding, Inc.	$235,000,000.00	100.00%
Total:	$235,000,000.00	100.00%

EX-10.2

AMENDMENT NO. 2

TO CREDIT AGREEMENT

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of January 25, 2017 (this “Amendment”), entered into by and among MICROSEMI CORPORATION, a Delaware corporation (the “Borrower”), the undersigned Subsidiary Guarantors, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), the undersigned Term B Lenders and the undersigned Lenders.

PRELIMINARY STATEMENTS:

WHEREAS, the Borrower, the several banks and other financial institutions or entities party thereto as lenders, the Administrative Agent and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) entered into that certain Credit Agreement, dated as of January 15, 2016 (as amended, amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”; capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement);

WHEREAS, the Borrower desires to amend the Credit Agreement to decrease the Applicable Margin in respect of the Term B Loans and to make certain other amendments as may be agreed by the Borrower, the Term B Lenders party hereto and the Lenders constituting the Required Lenders party hereto, and the Administrative Agent;

WHEREAS, the Borrower, the undersigned Term B Lenders, the undersigned Lenders constituting the Required Lenders, and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth; and

WHEREAS, MSSF is acting as sole lead arranger and sole bookrunner for this Amendment (in such capacities, the “Lead Arranger”).

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

SECTION 1.    Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 3, hereby amended as follows:

(a)    Section 1.1 of the Credit Agreement shall be amended by adding the following new definitions thereto in proper alphabetical order:

“Amendment No. 2”: that certain Amendment No. 2 to Credit Agreement, dated as of January 25, 2017, among the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Lenders party thereto.

“Amendment No. 2 Effective Date”: the date on which all of the conditions contained in Section 3 of Amendment No. 2 have been satisfied or waived by the Administrative Agent.

“Consolidated Secured Leverage Ratio”: at any date, the ratio of (a) Consolidated Funded Debt as of such date that is secured by Liens minus unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries of up to $300.0 million to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of any fiscal quarter, the most recently completed fiscal quarter for which financial statements are required to have been delivered pursuant to Section 7.1), calculated on a pro forma basis.

“LIBOR”: as defined in the definition of “Eurodollar Base Rate”.

(b)    Section 1.1 of the Credit Agreement is hereby amended by amending and restating the table set forth in the definition of “Applicable Margin” as follows:

	Eurodollar Loans	Base Rate Loans
Term A Loans, Revolving Loans and Swingline Loans	2.50%	1.50%
Term B Loans	2.25%	1.25%

(c)    Section 1.1 of the Credit Agreement is hereby further amended by amending and restating the definition of “Base Rate” in its entirety to read as follows:

“Base Rate”: for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the prime commercial lending rate published by the Wall Street Journal as the “prime rate”, and (c) the Eurodollar Base Rate plus 1.00%.

(d)    The definition of “Consolidated EBITDA” in Section 1.1 of the Credit Agreement is hereby amended by inserting the words “or Consolidated Secured Leverage Ratio” immediately after the words “Consolidated Leverage Ratio”.

(e)    Section 1.1 of the Credit Agreement is hereby further amended by amending and restating the definition of “Loan Documents” in its entirety to read as follows:

“Loan Documents”: this Agreement, the Security Documents, the Notes, the Fee Letter, Amendment No. 1, the 2016 Increase Term Joinder, Amendment No. 2, and each Issuer Document.

(f)    Clause (a) of the definition of “Eurodollar Base Rate” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and if the Eurodollar Rate shall be less than 0.00%, such rate shall be deemed 0.00% for purposes of this Agreement; and”

(g)    Clause (a) of Section 2.4 of the Credit Agreement is hereby amended by replacing the words “without causing the Consolidated Leverage Ratio to be greater than 3.00 to 1.0” with the words “without causing the Consolidated Secured Leverage Ratio to be greater than 4.00 to 1.0”.

(h)    Clause (a) of Section 2.4 of the Credit Agreement is hereby further amended by amending and restating the second sentence thereof as follows:

“Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans or Senior Notes shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount.”

(i)    Section 4.1(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Notwithstanding the foregoing, in the event that, on or prior to the date which is six months after the Amendment No. 2 Effective Date (i) a Repricing Event occurs, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans prepaid, refinanced, substituted or replaced pursuant to such Repricing Event and (ii) any Lender becomes a Non-Consenting Lender in respect of an amendment to the Loan Documents that would reduce the all-in yield applicable to Term B Loans and such Lender’s Term B Loans are assigned pursuant to the Non-Consenting Lender provisions of Section 11.1, the Borrower shall pay to such Lender for its own account a fee equal to 1.00% of the aggregate principal amount of the Term B Loans so assigned. Such amounts shall be due and payable on the date of effectiveness of such Repricing Event or assignment, as applicable.”

(j)    Section 8.6 of the Credit Agreement shall be amended by (i) deleting the “and” at the end of clause (h) thereof; (ii) replacing the period at the end of clause (i) thereof with “; and” and (iii) inserting the following new clause (j):

“(j) the Borrower and each Restricted Subsidiary may make other Restricted Payments not otherwise permitted under this Section 8.6 not exceeding $50,000,000 in the aggregate per fiscal year of the Borrower.”

(k)    Section 8.8(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(a) (i) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Financing (other than unsecured Indebtedness that is not (x) Subordinated Indebtedness or (y) subordinated in right of payment to the Facilities) except (A) pursuant to a Restricted Payment permitted by Section 8.6(f), (B) with the proceeds of a Permitted Refinancing of such Junior Financing, (C) the conversion of any such Junior Financing to Capital Stock (other than Disqualified Capital Stock that is not permitted hereunder) or (D) so long as no Event of Default or Financial Covenant Event of Default has occurred and is continuing or would result therefrom, out of the Available Amount basket; provided that nothing in this Section 8.8 shall prohibit the Borrower or any Restricted Subsidiary from making any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defeasing or segregating funds with respect to any such Junior Financing which is not subordinated in right of payment to the Facilities so long as the Borrower would be in compliance with the Financial Covenants after giving proforma effect thereto; providedfurther that nothing in this Section 8.8 shall restrict the Group Members from repaying intercompany loans so long as such repayments are in accordance with the terms of the Intercompany Note, if applicable, or (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any such Junior Financing (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (x) in the case of any Junior Indebtedness (other than Second Lien Indebtedness), (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (B) does not involve the payment of a consent fee and (y) in the case of any Second Lien Indebtedness, is permitted pursuant to the applicable intercreditor agreement).”

SECTION 2.    Reference to and Effect on the Loan Documents

(a)    On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement,

and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b)    The Credit Agreement, as specifically amended by this Amendment, and the other Loan Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed.

(c)    Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or any other Loan Document, nor shall it constitute a waiver of any provision of the Credit Agreement or any Loan Document.

(d)    The Borrower and each other Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Guarantee and Collateral Agreement) and confirms that such liens and security interests continue to secure the Secured Obligations under the Loan Documents, including without limitation, all Secured Obligations resulting from or incurred pursuant to this Amendment, in each case subject to the terms thereof, and (iii) in the case of each Subsidiary Guarantor, ratifies and reaffirms its guaranty of the Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) pursuant to the Guarantee and Collateral Agreement.

(e)    This Amendment shall be deemed a Loan Document for all purposes under the Credit Agreement.

SECTION 3.    Conditions to Effectiveness of Section 1 of the Amendment. Section 1 of this Amendment shall become effective as of the date on which the following conditions shall have been satisfied (or waived) (the “Effective Date”):

(a)    The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Subsidiary Guarantors, the Term B Lenders party hereto (which Term B Lenders shall constitute all of the Term B Lenders under the Credit Agreement after giving effect to Section 5 below) and Lenders who constitute the Required Lenders;

(b)    After giving effect to this Amendment and the transactions contemplated hereby (i) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Effective Date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date), (ii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Effective Date;

(c)    The Administrative Agent shall have received a legal opinion of O’Melveny & Myers LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent;

(d)    The Administrative Agent shall have received a certificate of the Borrower substantially in the form of Exhibit F to the Credit Agreement (with such modifications as necessary to make such certificate applicable to the transactions contemplated pursuant to this Amendment) with appropriate insertions and attachments including the certificate of incorporation of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower;

(e)    The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 3; and

(f)    The Borrower shall have paid all reasonable and documented costs and expenses of the Administrative Agent in connection with this Amendment (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Effective Date.

SECTION 4.    Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent that:

(g)    on and as of the date hereof (i) it has all requisite corporate or other power and authority to enter into and perform its obligations under this Amendment, the Credit Agreement as amended hereby and the other Loan Documents to which it is a party, and (ii) this Amendment has been duly authorized, executed and delivered by it; and

(h)    this Amendment, and the Credit Agreement as amended hereby, constitute legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms, subject only to any limitation under Laws relating to (i) bankruptcy, insolvency, reorganization, moratorium or creditors’ rights generally; and (ii) general equitable principles including the discretion that a court may exercise in the granting of equitable remedies.

SECTION 5.    Replacement of Lenders. If any Term B Lender declines or fails to consent to this Amendment by returning an executed counterpart of this Amendment to the Administrative Agent on, or prior to, 3:00 p.m., New York City time on January 20, 2017, then pursuant to and in compliance with the terms of Sections 4.13, 11.1 and 11.6 of the Credit Agreement, such Term B Lender may be replaced and its commitments and/or obligations purchased and assumed by either a new Term B Lender or an existing Term B Lender which is willing to consent to this Amendment upon execution of this Amendment (which will also be deemed to be the execution of an Assignment and Assumption Agreement substantially in the form of Exhibit A hereto).

SECTION 6.    Costs and Expenses. The Borrower agrees that all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the

other instruments and documents to be delivered hereunder or in connection herewith (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Administrative Agent (provided that such fees, charges and disbursements shall not include fees, charges and disbursements for more than one counsel plus one local counsel in each relevant jurisdiction)), are expenses that the Borrower is required to pay or reimburse pursuant to Section 11.5 of the Credit Agreement.

SECTION 7.    Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic mail (in “.pdf” or similar format) shall be effective as delivery of an original executed counterpart hereof.

SECTION 8.    GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 9.    WAIVER OF RIGHT OF TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to Credit Agreement to be executed by their respective authorized officers as of the date first above written.

MICROSEMI CORPORATION,

as Borrower

By: /s/ John W. Hohener                

Name: John W. Hohener

Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer

MICROSEMI CORP. – ANALOG MIXED SIGNAL GROUP, as Subsidiary Guarantor

By: /s/ John W. Hohener                

Name: John W. Hohener

Title: Vice President, Chief Financial Officer, Secretary and Treasurer

MICROSEMI CORP. – POWER MANAGEMENT GROUP, as Subsidiary Guarantor

By: /s/ John W. Hohener                

Name: John W. Hohener

Title: Vice President, Chief Financial Officer, Secretary and Treasurer

MICROSEMI CORP. – POWER PRODUCTS GROUP, as Subsidiary Guarantor

By: /s/ John W. Hohener                

Name: John W. Hohener

Title: Chief Financial Officer and Secretary

MICROSEMI CORP. - MASSACHUSETTS,

as Subsidiary Guarantor

By: /s/ John W. Hohener                

Name: John W. Hohener

Title: Chief Financial Officer, Treasurer and Secretary

MICROSEMI SEMICONDUCTOR (U.S.) INC.,

as Subsidiary Guarantor

By: /s/ John W. Hohener                

Name: John W. Hohener

Title: Chief Financial Officer and Corporate Secretary

MICROSEMI FREQUENCY AND TIME CORPORATION, as Subsidiary Guarantor

By: /s/ John W. Hohener                

Name: John W. Hohener

Title: Secretary

MICROSEMI STORAGE SOLUTIONS, INC.,

as Subsidiary Guarantor

By: /s/ John W. Hohener                

Name: John W. Hohener

Title: Chief Financial Officer and Treasurer

MICROSEMI STORAGE SOLUTIONS (U.S.), INC., as Subsidiary Guarantor

By: /s/ John W. Hohener                

Name: John W. Hohener

Title: Chief Financial Officer and Treasurer

MICROSEMI CORP. – RF POWER PRODUCTS,

as Subsidiary Guarantor

By: /s/ Steven G.Litchfield                

Name: Steven G. Litchfield

Title: President, Chief Executive Officer, Chief Financial Officer and Secretary

MICROSEMI SOC CORP., as Subsidiary Guarantor

By: /s/ Esam Elashmawi                

Name: Esam Elashmawi

Title: President, Chief Financial Officer and Secretary

MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent

By: /s/ Jonathon Rauen    Name: Jonathon Rauen
Title: Authorized Signatory

Term A Lender and/or Revolving Lender Signature Pages to

Amendment No. 2 to Credit Agreement

[On file with the Administrative Agent.]

Term B Lender Signature Pages to Amendment No. 2 to Credit Agreement

[On file with the Administrative Agent.]

EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

Reference is made to the Credit Agreement, dated as of January 15, 2016 (as amended, amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among Microsemi Corporation, a Delaware corporation (the “Borrower”), Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”), the Lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”). Capitalized terms used herein that are not defined herein shall have the meanings given to them in the Credit Agreement.

1.    The Assignor identified on Schedule l hereto (the “Assignor”) and the Assignee identified on Schedule 1 hereto (the “Assignee”) agree as follows:

2.    The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Assignment Effective Date (as defined below), the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to the Facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto, in the principal amount for the Facilities as set forth on Schedule 1 hereto.

3.    The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that (i) the Assignor is the legal and beneficial owner of the Assigned Interest, (ii) the Assignor has full organizational power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iii) the interest being assigned by the Assignor hereunder is free and clear of any lien, encumbrance or other adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its respective Subsidiaries or any other obligor or the performance or observance by the Borrower, any of its respective Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Facilities and (i) requests that the Administrative Agent, upon request by the Assignee, exchange the attached Notes, if any, for a new Note or Notes payable to the Assignee and (ii) if the Assignor has retained any interest in the Facilities, requests that the Administrative Agent exchange the attached Notes, if any, for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Assignment Effective Date).

4.    The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption and has full organizational power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (c) agrees that it will, independently and without reliance upon the Assignor, the Agents or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto; (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to Section 4.10(g) of the Credit Agreement; (f) confirms that it satisfies the requirements set forth in Section 11.6(b) of the Credit Agreement; (g) represents and warrants that it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type; (h) if it is a Non‑U.S. Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Sections 4.10(g) and 11.6(g) of the Credit Agreement, duly completed and executed by such Assignee; and (j) it is an “Eligible Assignee”.

5.    The effective date of this Assignment and Assumption shall be the Effective Date of Assignment and Assumption or the Trade Date described in Schedule 1 hereto (the “Assignment Effective Date”). Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Assignment Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five (5) Business Days after the date of such acceptance and recording by the Administrative Agent).

6.    Upon such acceptance and recording, from and after the Assignment Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Assignment Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Assignment Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Assignment Effective Date to [the][the relevant] Assignee.

7.    From and after the Assignment Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement, (and, to the extent this Assignment and Assumption covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party to the Credit Agreement but shall continue to be entitled to the benefits of Sections 4.9, 4.10, 4.11 and 11.5 of the Credit Agreement; provided, to the extent applicable, that the Assignor continues to comply with the requirements of Section 4.10(g) of the Credit Agreement).

This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

Schedule 1 to
Assignment and Assumption

Name of Assignor: _________________

Name of Assignee: _________________

[Effective Date of Assignment and Assumption] [Trade Date]: ______________

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders
Term B [Commitment/Loan]
	[$__________]

Principal Amount Assigned	Commitment/Loans Percentage Assigned
$_____	___.______%

[Name of Assignee]	[Name of Assignor]
By: Name: Title:	By: Name: Title:

Accepted:

MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent

By: Name:
Title:

[Consented To:]

[MICROSEMI CORPORATION,
as Borrower]

By: Name:
Title:

[MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent]

By: Name:
Title:

[    ],
as Issuing Lender]

By: Name:
Title:

[MORGAN STANLEY SENIOR FUNDING, INC.,
as Swingline Lender]

By: Name:
Title:

EX-99.1

FINANCIAL CONTACT: John W. Hohener Executive Vice President and Chief Financial Officer Tel: 949-380-6100 INVESTORS CONTACT: Robert C. Adams Senior Vice President of Corporate Development Tel: 949-380-6100

Microsemi Reports First Quarter 2017 Results

- Net Sales of $435.5 Million, up 32.3 Percent from Prior Year

- Record GAAP and Non-GAAP Gross Margin of 63.5 Percent, up 640 Basis Points from Prior Year and up 90 Basis Points Sequentially

ALISO VIEJO, Calif.—Jan. 26, 2017—Microsemi Corporation (Nasdaq: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today reported unaudited results for its first quarter of fiscal year 2017 ended Jan. 1, 2017.

Net sales for Microsemi's first quarter of fiscal year 2017 were $435.5 million, up 32.3 percent from $329.2 million in the first quarter of 2016.

GAAP gross margin for the first quarter of 2017 was a record 63.5 percent, up 640 basis points from the 57.1 percent in the first quarter of 2016 and up 90 basis points from the 62.6 percent in the fourth quarter of 2016. GAAP operating income and net income for the first quarter of 2017 were $55.8 million and $19.5 million, respectively, and included restructuring, severance and other charges of $4.4 million. Also included in net income were amortization of intangible assets of $45.5 million, stock based compensation of $28.3 million and other non-cash charges of $1.1 million. GAAP operating margin for the first quarter of 2017 was 12.8 percent, up 170 basis points compared to 11.1 percent for the first quarter of 2016. GAAP net income per diluted share was $0.17 for the first quarter of 2017 compared to $0.25 per diluted share for the first quarter of 2016 and $0.35 per diluted share for the fourth quarter of 2016.

Non-GAAP gross margin for the first quarter of 2017 was a record 63.5 percent, up 640 basis points from the 57.1 percent in the first quarter of 2016 and up 90 basis points from the 62.6 percent reported in the fourth quarter of 2016. Non-GAAP operating income for the first quarter of 2017 was $132.7 million, up 58.4 percent from the first quarter of 2016. Non-GAAP operating margin for the first quarter of 2017 was 30.5 percent, up 500 basis points from the 25.5 percent reported in the first quarter of 2016. Non-GAAP net income for the first quarter of 2017 was $99.8 million or $0.86 per diluted share.

Operating and free cash flows for the first quarter of 2017 were at $77.6 million and $67.1 million, respectively. Cash and cash equivalents at the end of the first quarter of 2017 were $173.9 million following $75.0 million in credit facility principal payments and our first bond interest payment of $30.8 million.

"During our first fiscal quarter of 2017, we continued to execute on our winning strategy," stated James J. Peterson, Microsemi’s chairman and CEO. "Gross margins improved 90 basis points sequentially, benefiting from strong results in our data center and optical end markets as well as the realization of expected integration synergies. These efforts will enable us to outgrow the industry and outperform our peers to the benefit of our shareholders."

Business Outlook

Microsemi currently expects net sales in the second quarter of fiscal year 2017 of between $430 million and $450 million, and expects non-GAAP diluted earnings per share of between $0.86 and $0.96.

Guidance on diluted earnings per share is provided only on a non-GAAP basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures, and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to Microsemi's ability to estimate the excluded items are not accessible or estimable on a forward-looking basis without unreasonable effort.

Microsemi regularly announces a quarterly outlook in the form of issuing a news release and does not undertake to update any of this information between such public announcements to reflect subsequent events or circumstances. Please refer to the "SAFE HARBOR" STATEMENT below for risks that may affect future actual results.

Non-GAAP Financial Measures

For further information regarding Microsemi's non-GAAP financial measures, please refer to "Notes on Non-GAAP Financial Measures" below. Non-GAAP financial measures are reconciled to comparable GAAP financial measures in the accompanying financial tables and notes.

Information for First Quarter 2017 Earnings Conference Call and Webcast

Date:    Thursday, Jan. 26, 2017

Time:    4:45 p.m. EST (1:45 p.m. PST)

To access the webcast, log on to www.microsemi.com, go to the Investors section, and then to IR Events and Presentations. To listen to the live webcast, visit this website approximately 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those unable to participate during the live webcast, a replay will be available shortly after the call on the Microsemi website for 90 days.

To participate in the conference call by telephone, call 877-264-1110 at approximately 4:30 p.m. EST (1:30 p.m. PST). International callers can call 706-634-1357. Please provide the following ID number: 48408698.

About Microsemi

Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive portfolio of semiconductor and system solutions for aerospace & defense, communications, data center and industrial markets. Products include high-performance and radiation-hardened analog mixed-signal integrated circuits, FPGAs, SoCs and ASICs; power management products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing devices; RF solutions; discrete components; enterprise storage and communication solutions; security technologies and scalable anti-tamper products; Ethernet solutions; Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services. Microsemi is headquartered in Aliso Viejo, California, and has approximately 4,800 employees globally. Learn more at www.microsemi.com.

PLEASE READ THE FOLLOWING FACTORS THAT CAN MATERIALLY AFFECT MICROSEMI'S FUTURE RESULTS.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in the news release that are not entirely historical and factual in nature are forward-looking statements, including without limitation statements concerning Microsemi's net sales and earnings guidance, our ability to outgrow and outperform our peers and any other statements or beliefs regarding our plans or expectations. These forward-looking statements are based on Microsemi's current expectations and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. The potential risks and uncertainties include, but are not limited to, such factors as our ability to successfully implement our acquisitions and divestitures strategy or integrate acquired companies; uncertainty as to the future profitability of acquired businesses, and delays in the realization of, or the failure to realize, any accretion from acquisition transactions; acquiring, managing and integrating new operations, businesses or assets, and the associated diversion of management attention or other related costs or difficulties; downturns in the highly cyclical semiconductor industry that may cause us to trigger financial covenants in our debt agreements, increase the cost of borrowing, and decrease the amount available under our credit facilities; continued negative or worsening worldwide economic conditions or market instability; risks related to Microsemi's international operations and sales, including divergent laws and regulations, political instability, trade restrictions and sanctions, restrictions in the transfer or repatriation of funds, currency fluctuations and availability of transportation services; difficulties and costs of protecting patents and other proprietary rights; Microsemi's reliance on government contracts for a significant portion of its sales, including impacts of any termination or renegotiation of such contracts, uncertainties of governmental appropriations and national defense policies and priorities and effects of any past or future government shutdowns; potential non-realization of expected orders or non-realization of backlog; failure to make sales indicated by the Microsemi's book-to-bill ratio; intense competition in the semiconductor industry and resultant downward price pressure; the effect of events such as natural disasters and related disruptions on our operations; the concentration of the facilities that service the semiconductor industry; delays in beginning production, implementing production techniques, resolving problems associated with technical equipment malfunctions, or issues related to government or customer qualification of facilities; our dependence on third parties for key functions; utilization of channel partners over which we have limited control for product distribution; increases in the costs of credit and the availability of credit or additional capital only under more restrictive conditions or not at all; changes to laws or regulations;

unanticipated changes in Microsemi's tax obligations, results of tax examinations or exposure to additional income tax liabilities; changes in generally accepted accounting principles; principal, liquidity and counterparty risks related to Microsemi's holdings in securities; inability to develop new technologies and products to satisfy changes in customer demand or the development by our competitors of products that decrease the demand for Microsemi's products; unfavorable or declining conditions in end markets; inability of Microsemi's compound semiconductor products to compete successfully with silicon-based products; production delays related to new compound semiconductors; variability of our manufacturing yields; potential effects of system outages or data security breaches; inability by Microsemi to fulfill customer demand and resulting loss of customers; variations in customer order preferences; difficulties foreseeing future demand; rises in inventory levels and inventory obsolescence; environmental or other regulatory matters or litigation, or any matters involving contingent liabilities or other claims; the uncertainty of litigation, the costs and expenses of litigation, the potential material adverse effect litigation could have on Microsemi's business and results of operations if an adverse determination in litigation is made, and the time and attention required of management to attend to litigation; difficulties in determining the scope of, and procuring and maintaining, adequate insurance coverage; difficulties in the hiring and retention of qualified personnel in a competitive labor market; any circumstances that adversely impact the end markets of acquired businesses; and difficulties in closing or disposing of operations or assets or transferring work, assets or inventory from one plant to another. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties or risks identified in Microsemi's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q reports filed by Microsemi with the SEC. Additional risk factors may be identified from time to time in Microsemi's future filings. The forward-looking statements included in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances. Amounts reported in this release are preliminary and subject to finalization prior to the filing of our next Quarterly Report on Form 10-Q.

Investor Inquiries: Robert C. Adams, Microsemi Corporation, Aliso Viejo, Calif. 949-380-6100.

(Financial Tables Follow)

Selected GAAP & Non-GAAP Financial Measures

(unaudited, in millions, except for percentages and per share amounts)

	Quarter Ended
	Jan 1, 2017			Oct 2, 2016			Jan 3, 2016
Net sales	$	435.5		$	450.1		$	329.2
Selected GAAP Financial Measures
Gross profit	$	276.5		$	281.8		$	187.9
Gross margin	63.5		%	62.6		%	57.1		%
Operating income	$	55.8		$	63.8		$	36.6
Operating margin	12.8		%	14.2		%	11.1		%
Net income	$	19.5		$	40.5		$	23.7
Diluted earnings per share	$	0.17		$	0.35		$	0.25
Selected Non-GAAP Financial Measures
Gross profit	$	276.5		$	281.8		$	187.9
Gross margin	63.5		%	62.6		%	57.1		%
Operating income	$	132.7		$	139.5		$	83.8
Operating margin	30.5		%	31.0		%	25.5		%
Net income	$	99.8		$	104.9		$	69.3
Diluted earnings per share	$	0.86		$	0.91		$	0.72

Additional details reconciling the selected GAAP financial measure to the selected non-GAAP financial measure may be found in the "Schedule Reconciling Selected Non-GAAP Financial Measures" and "Notes on Non-GAAP Financial Measures."

Schedule Reconciling Selected Non-GAAP Financial Measures

(unaudited, in millions, except for per share amounts)

	Quarter Ended
	Jan 1, 2017			Oct 2, 2016			Jan 3, 2016
GAAP and Non-GAAP gross profit	$	276.5		$	281.8		$	187.9
GAAP operating income	$	55.8		$	63.8		$	36.6
Restructuring, severance, facilities and other special charges (1)	2.4			2.4			1.8
Amortization of intangible assets (2)	45.5			45.6			25.4
Stock based compensation (3)	28.3			27.5			14.0
Acquisition and divestiture related costs (4)	0.7			0.2			6.0
Non-GAAP operating income	$	132.7		$	139.5		$	83.8
GAAP net income	$	19.5		$	40.5		$	23.7
Adjustments to GAAP gross profit and operating income	76.9			75.7			47.2
Adjustment to gain on divestiture (4)	1.2			—			—
Credit facility issuance and debt extinguishment costs (5)	2.1			2.2			0.7
Fair value change in foreign tax liabilities (6)	(1.0		)	(0.3		)	—
Income tax effect on non-GAAP adjustments (7)	1.1			(13.2		)	(2.3		)
Non-GAAP net income	$	99.8		$	104.9		$	69.3
GAAP diluted earnings per share	$	0.17		$	0.35		$	0.25
Effect of non-GAAP adjustments on diluted earnings per share	$	0.69		$	0.56		$	0.47
Non-GAAP diluted earnings per share	$	0.86		$	0.91		$	0.72
Weighted-average diluted shares used in calculating non-GAAP diluted earnings per share	116.3			115.4			96.5
Operating cash flow	$	77.6		$	129.8		$	82.9
Payments for capital expenditures	(10.5		)	(14.6		)	(10.5		)
Free cash flow (8)	$	67.1		$	115.2		$	72.4

Additional details reconciling the selected non-GAAP financial measure to the selected GAAP financial measure may be found in "Notes on Non-GAAP Financial Measures."

Summary of Schedule Reconciling Selected Non-GAAP Financial Measures

(unaudited, in millions, except for per share amounts)

	Quarter Ended January 1, 2017
	GAAP		Non-GAAP Adjustments		Non-GAAP
Net sales	$	435.5	$	—	$	435.5
Gross profit	$	276.5	$	—	$	276.5
Operating income	$	55.8	$	76.9	$	132.7
Net income	$	19.5	$	80.3	$	99.8
Diluted earnings per share	$	0.17	$	0.69	$	0.86

Additional details reconciling the selected non-GAAP financial measure to the selected GAAP financial measure may be found in the "Schedule Reconciling Selected Non-GAAP Financial Measures" and "Notes on Non-GAAP Financial Measures."

Consolidated Condensed Statements of Income

(unaudited, in millions, except for per share amounts)

	Quarter Ended
	Jan 1, 2017			Oct 2, 2016			Jan 3, 2016
Net sales	$	435.5		$	450.1		$	329.2
Cost of sales	159.0			168.3			141.3
Gross profit	$	276.5		$	281.8		$	187.9
Operating expenses
Selling, general and administrative	$	89.8		$	86.3		$	63.3
Research and development	82.3			83.5			54.9
Amortization of intangible assets	45.5			45.6			25.4
Restructuring, severance and facilities charges	2.4			2.4			1.7
Acquisition and divestiture related costs	0.7			0.2			6.0
Total operating expenses	$	220.7		$	218.0		$	151.3
Operating income	$	55.8		$	63.8		$	36.6
Interest and other expense, net	(27.2		)	(28.0		)	(8.8		)
Income before income taxes	$	28.6		$	35.8		$	27.8
Provision for (benefit from) income taxes	9.1			(4.7		)	4.1
Net income	$	19.5		$	40.5		$	23.7
Earnings per share
Basic	$	0.17		$	0.36		$	0.25
Diluted	$	0.17		$	0.35		$	0.25
Weighted-average common shares outstanding
Basic	114.0			112.4			95.1
Diluted	116.3			115.4			96.5

Consolidated Condensed Balance Sheets

(unaudited, in millions)

	Jan 1, 2017		Oct 2, 2016
Assets
Current assets
Cash and cash equivalents	$	173.9	$	189.5
Accounts receivable, net	223.6		245.2
Inventories	210.4		213.1
Other current assets	87.8		87.1
Total current assets	$	695.7	$	734.9
Property and equipment, net	183.2		174.9
Goodwill	2,484.1		2,479.4
Intangible assets, net	889.0		934.6
Deferred income taxes	33.7		37.3
Other assets	64.3		61.9
Total assets	$	4,350.0	$	4,423.0
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	99.6	$	112.8
Accrued liabilities	133.9		166.1
Current maturity of credit facility	40.7		40.7
Total current liabilities	$	274.2	$	319.6
Credit facility	2,065.5		2,138.5
Deferred income taxes	120.3		120.2
Other long-term liabilities	117.9		115.8
Stockholders' equity	1,772.1		1,728.9
Total liabilities and stockholders' equity	$	4,350.0	$	4,423.0

Notes on Non-GAAP Financial Measures

To supplement the consolidated financial results prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), this press release and its attachments include non-GAAP financial measures which are adjusted for the items listed in the footnotes below. Management reports the following non-GAAP financial measures:

• non-GAAP gross profit and gross margin;

• non-GAAP operating income and operating margin;

• non-GAAP net income and diluted earnings per share; and

• free cash flow.

Non-GAAP financial measures are not prepared in accordance with GAAP; therefore, the information is not necessarily comparable to other companies' financial information and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Management believes it is useful to provide these non-GAAP financial measures and a reconciliation to comparable GAAP financial measures as we believe they enhance an investor's overall understanding of our financial performance and future prospects by being more reflective of our core operational activities and more comparable with our results over various periods. By disclosing non-GAAP financial measures, management intends to provide investors with an alternate measure to evaluate and compare Microsemi's operating results and trends for the periods presented. Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. The items reconciling non-GAAP financial measures to GAAP financial measures and additional comments and the usefulness of each item are set forth below:

(1) In Microsemi’s effort to streamline our product lines and strategic focus, as well as integrate product lines from acquisitions, we have periodically exited or deemphasized several areas which has improved operating expense from various cost reductions. We periodically evaluate the profitability of our various offerings. Should the actual or expected profitability fall below an acceptable threshold, we may decide to stop offering a product, in part to reallocate manufacturing, operations, engineering, sales and support resources to products we expect to generate greater returns. We believe that for many of these products, market dynamics dictate that price is the primary differentiator rather than our value-added core competencies of power, reliability, security and performance.

Restructuring, severance, facilities and other special charges consist of severance and other costs related to the consolidation of operations and strategic discontinuation of products. Other special charges also include gains or losses on litigation, net of settlement costs, primarily related to acquisition-related matters.

Related to the streamlining of our operations, we also recorded charges and gains related to facility consolidation and equipment on both leased and owned properties and engineering equipment for development projects we are no longer pursuing. Facilities consisted of manufacturing sites, as well as sales, engineering and administrative space.

As the operations and products referred to above are not expected to have a continuing contribution to operations or they are expected to have a diminishing contribution during the transition phase, management believes excluding such items from Microsemi's operations is useful to investors as it provides a means of evaluating Microsemi's on-going operations. Management believes that utilizing non-GAAP financial measures that exclude these items is useful in providing an alternate measure to evaluate core operating activities and management excludes these items in its evaluation of operations and for strategic decision making, forecasting future results and evaluating current performance.

(2) Amortization of acquisition related intangible assets is excluded from internal analysis of Microsemi's operations and management does not view this non-cash expense as reflective of the business' current performance. Management believes that utilizing non-GAAP financial measures that exclude this non-cash item is useful in providing an alternate measure that excludes the variability caused by purchase accounting factors.

(3) Stock based compensation is excluded by management when evaluating operating activities and for strategic decision making, forecasting future results and evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this non-cash item is useful in providing an alternate measure that excludes the variability caused by different methodologies and subjective assumptions used in the valuation of equity awards across different companies.

(4) In accordance with business combination and other relevant accounting guidance, we expense acquisition and divestiture costs as incurred and recognize gains on divestitures upon consummation of the transaction. During the first quarter of 2017, we reduced the $125.5 million gain recognized from our third quarter 2016 divestitures by $1.2 million. Management excludes these expenses and gains when evaluating operating activities and for strategic decision making, forecasting future results and evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this item is useful in providing an alternate measure that excludes the variability caused by purchase accounting factors.

(5) Credit facility issuance and debt extinguishment costs have been excluded as they are discrete charges we incurred to issue our credit facility. Management excludes these expenses from internal measurements of credit facility interest rates and in evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude these items is useful in providing an alternate measure that is reflective of the ongoing characteristics of the amended credit facility.

(6) These amounts represent the foreign exchange effect on non-current foreign tax liabilities recorded for possible assessments by tax authorities. Changes in foreign exchange rates are a non-cash impact to these liabilities that management excludes from internal measurements and from forecasting future results and are not viewed by management as being reflective of the business' ongoing tax position.

(7) The tax effect of non-GAAP adjustments represents the difference in the provision for income taxes that resulted from non-GAAP adjustments to pretax income and also certain acquisition related and nondeductible stock based compensation items, and non-cash valuation allowance charges and releases related to deferred tax assets. These amounts are excluded as non-GAAP adjustments as the restructuring activities and acquisitions are not viewed by management as being reflective of the business' ongoing tax position.

(8) Free cash flow is a non-GAAP financial measure defined as operating cash flow less cash paid for capital expenditures. We consider free cash flow to be a liquidity measure which provides useful information to management and investors about the amount of cash generated by the business after our capital expenditures, which can then be used for strategic opportunities including, among others, investing in Microsemi’s business, making strategic acquisitions, reducing debt principal and strengthening the balance sheet. Management uses free cash flow as a supplemental measure to the net change in cash and cash equivalents as presented in Microsemi’s consolidated statements of cash flows prepared in accordance with GAAP which incorporates all cash movements during the period.

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Source: Microsemi Corporation