EXHIBIT 10.85 U.S. $60,000,000 CREDIT AGREEMENT, dated as of April 2, 1999Credit Agreement • August 16th, 1999 • Microsemi Corp • Semiconductors & related devices
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 12th, 2002 • Microsemi Corp • Semiconductors & related devices • New York
ARTICLE II THE MERGER 2.1 The Merger....................................................... 6 2.2 Corporate Documents, Directors and Officers...................... 6 2.3 Treatment of Company Common Stock and Merger Sub Stock........... 7 2.3.1...Agreement and Plan of Merger • June 1st, 1998 • Microsemi Corp • Semiconductors & related devices • California
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNERSAsset Purchase Agreement • September 4th, 2001 • Microsemi Corp • Semiconductors & related devices • California
RECITAL:Asset Purchase Agreement • August 12th, 2002 • Microsemi Corp • Semiconductors & related devices • California
EXHIBIT 4.2 THE MICROSEMI CORPORATION SHAREHOLDER RIGHTS PLAN RIGHTS AGREEMENTRights Agreement • December 29th, 2000 • Microsemi Corp • Semiconductors & related devices • New York
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 12th, 2002 • Microsemi Corp • Semiconductors & related devices • New York
2,200,000 Shares* Common Stock ($.20 Par Value)Underwriting Agreement • April 14th, 2000 • Microsemi Corp • Semiconductors & related devices • Missouri
AGREEMENTAgreement • February 13th, 2001 • Microsemi Corp • Semiconductors & related devices • California
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 12th, 2002 • Microsemi Corp • Semiconductors & related devices • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 12th, 2002 • Microsemi Corp • Semiconductors & related devices • New York
INDENTURE Dated as of January 15, 2016 Between MICROSEMI CORPORATION and THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION, as Trustee 9.125% SENIOR NOTES DUE 2023Indenture • January 19th, 2016 • Microsemi Corp • Semiconductors & related devices • New York
INDENTURE, dated as of January 15, 2016, between Microsemi Corporation, a Delaware corporation (the “Issuer,” as more fully set forth in Section 1.01), the initial Guarantors set forth in Schedule 1 hereto and U.S. Bank National Association, as Trustee.
AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED, MAPLE ACQUISITION CORPORATION and MICROSEMI CORPORATION DATED AS OF MARCH 1, 2018Agreement and Plan of Merger • March 2nd, 2018 • Microsemi Corp • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 1, 2018, by and among Microchip Technology Incorporated, a Delaware corporation (“Parent”), Maple Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Microsemi Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
AMENDMENT NO. 5Credit Agreement • March 24th, 2014 • Microsemi Corp • Semiconductors & related devices • New York
Intercompany Note, dated November 2, 2010, issued by Microsemi Corporation; Microsemi Corp. – Analog Mixed Signal Group; White Electronic Designs Corporation; Microsemi Corp. – RF Power Products; Microsemi Corp. – RF Integrated Solutions; Microsemi Corp. – Power Products Group; Microsemi Corp. – Massachusetts; Microsemi Corp. – Power Management Group; Actel Corporation.
AGREEMENT AND PLAN OF REORGANIZATION ___________________________________ By and Among LINFINITY MICROELECTRONICS INC., SYMMETRICOM, INC., MICRO-LINFINITY ACQUISITION CORPORATION and MICROSEMI CORPORATION ___________________________________ February...Agreement and Plan of Reorganization • April 29th, 1999 • Microsemi Corp • Semiconductors & related devices • California
AGREEMENTAgreement This Agreement • February 9th, 1998 • Microsemi Corp • Semiconductors & related devices • California
AGREEMENT AND PLAN OF MERGER Among MICROSEMI CORPORATION, LLIU100 ACQUISITION CORP. and VITESSE SEMICONDUCTOR CORPORATION Dated as of March 17, 2015Agreement and Plan of Merger • March 18th, 2015 • Microsemi Corp • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2015 (this “Agreement”), among Microsemi Corporation, a Delaware corporation (“Parent”), LLIU100 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among MICROSEMI CORPORATION, LOIS ACQUISITION CORP., and PMC-SIERRA, INC. November 24, 2015Agreement and Plan of Merger • November 25th, 2015 • Microsemi Corp • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 24, 2015 (this “Agreement”), by and among PMC-Sierra, Inc., a Delaware corporation (the “Company”), Microsemi Corporation, a Delaware corporation (“Parent”), and Lois Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”).
AMENDMENT NO. 6Credit Agreement • April 1st, 2015 • Microsemi Corp • Semiconductors & related devices • New York
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
CREDIT AGREEMENT among MICROSEMI CORPORATION as Borrower The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent Dated as of January 15, 2016 MORGAN STANLEY SENIOR...Credit Agreement • January 19th, 2016 • Microsemi Corp • Semiconductors & related devices • New York
AGREEMENT AND PLAN OF MERGER among MICROSEMI CORPORATION, ARTFUL ACQUISITION CORP. and ACTEL CORPORATION Dated as of October 2, 2010Agreement and Plan of Merger • October 4th, 2010 • Microsemi Corp • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 2, 2010 (this “Agreement”), among Microsemi Corporation, a Delaware corporation (“Parent”), Artful Acquisition Corp., a California corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Actel Corporation, a California corporation (the “Company”).
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • November 12th, 2015 • Microsemi Corp • Semiconductors & related devices • California
THIS EXECUTIVE RETENTION AGREEMENT (this “Agreement”) dated as of November 18, 2013 is made by and between Paul Pickle (“Executive”) and MICROSEMI CORPORATION, a Delaware corporation (“Company”).
CREDIT AGREEMENT among MICROSEMI CORPORATION as Borrower The Several Lenders from Time to Time Parties Hereto MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent EAST WEST BANK and RAYMOND JAMES BANK, FSB as Documentation Agents MORGAN STANLEY...Credit Agreement • November 5th, 2010 • Microsemi Corp • Semiconductors & related devices • New York
So long as no Default or Event of Default has occurred and is continuing, the Applicable Margin for Revolving Loans and Swingline Loans and the Commitment Fee Rate shall be adjusted, on and after the first Adjustment Date (as defined below) occurring after the completion of the first full fiscal quarter of the Borrower after the Closing Date, based on changes in the Consolidated Leverage Ratio, with such adjustments to become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which the relevant financial statements are delivered to the Lenders pursuant to Section 7.1 and to remain in effect until the next adjustment to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 7.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid sh
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2006 • Microsemi Corp • Semiconductors & related devices • Delaware
THIS EMPLOYMENT AGREEMENT dated as of the 8th day of November, 2005 (the “Agreement”), is entered into by and between Russell Crecraft, an individual (the “Employee”) and APT Acquisition Corp., a Delaware corporation (“the Corporation”).
FORM OF] VOTING AGREEMENTVoting Agreement • October 30th, 2006 • Microsemi Corp • Semiconductors & related devices • Delaware
This VOTING AGREEMENT (this “Agreement”) dated as of October 24, 2006, is entered into among Microsemi Corporation, a Delaware corporation (the “Parent”), and the undersigned shareholder (the “Shareholder”) of PowerDsine Ltd., an Israeli company (the “Company”). Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER dated as of October 24, 2006 among POWERDSINE LTD. MICROSEMI CORPORATION and PINNACLE ACQUISITION CORPORATION LTDAgreement and Plan of Merger • October 30th, 2006 • Microsemi Corp • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 24, 2006 among PowerDsine Ltd., an Israeli company (the “Company”), Microsemi Corporation, a Delaware corporation (“Parent”), and Pinnacle Acquisition Corporation Ltd, an Israeli company and a wholly owned subsidiary of Parent (“Merger Subsidiary”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 18th, 2015 • Microsemi Corp • Semiconductors & related devices • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of March 17 2015 between Microsemi Corporation, a Delaware corporation (“Parent”), LLIU100 Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and certain stockholders of Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”), listed on Annex I (each, a “Stockholder”), each an owner of Company Shares.
STOCK PURCHASE AGREEMENT between MICROSEMI CORPORATION andStock Purchase Agreement • May 4th, 2016 • Microsemi Corp • Semiconductors & related devices • New York
This STOCK PURCHASE AGREEMENT, dated as of March 23, 2016 (this “Agreement”), is entered into by and between MICROSEMI CORPORATION, a Delaware corporation (“Seller”), and MERCURY SYSTEMS, INC., a Massachusetts corporation (“Buyer”). All capitalized terms used in this Agreement shall have the respective meanings assigned to such terms in Article XIV.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 4th, 2010 • Microsemi Corp • Semiconductors & related devices • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 2, 2010 by and among MICROSEMI CORPORATION, a Delaware corporation (“Parent”), ARTFUL ACQUISITION CORP., a California corporation and wholly-owned subsidiary of Parent (“Purchaser”), and certain shareholders of ACTEL CORPORATION, a California corporation (the “Company”), listed on Annex I (each, a “Shareholder”).
ADVANCED POWER TECHNOLOGY, INC. NON-QUALIFIED STOCK OPTION LETTER AGREEMENTNon-Qualified Stock Option Letter Agreement • July 10th, 2006 • Microsemi Corp • Semiconductors & related devices
The Plan Administrator of the ADVANCED POWER TECHNOLOGY, INC. (the “Company”) 2005 Equity Incentive Plan (the “Plan”) is pleased to inform you that you have been selected to receive a grant of a stock option under the Plan. Subject to the terms and conditions set forth below and in the Plan, you are hereby granted a stock option under the Plan for the purchase of <SHARES> shares of the Company’s Common Stock at an exercise price of <EXPRICE> per share. A copy of the Plan is attached and incorporated into this Agreement by reference.
CREDIT AGREEMENT Dated as of October 5, 2009 between MICROSEMI CORPORATION and BANK OF AMERICA, N.A.Credit Agreement • October 7th, 2009 • Microsemi Corp • Semiconductors & related devices • California
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 5, 2009 by and between MICROSEMI CORPORATION, a Delaware corporation (the “Borrower”), and BANK OF AMERICA, N.A. (the “Lender”).
SUPPORT AGREEMENTSupport Agreement • September 26th, 2011 • Microsemi Corp • Semiconductors & related devices • Alberta
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:
AGREEMENT AND PLAN OF MERGER Among MICROSEMI CORPORATION, RABBIT ACQUISITION CORP. and WHITE ELECTRONIC DESIGNS CORPORATION Dated as of March 29, 2010Agreement and Plan of Merger • March 30th, 2010 • Microsemi Corp • Semiconductors & related devices • Indiana
AGREEMENT AND PLAN OF MERGER, dated as of March 29, 2010 (this “Agreement”), among Microsemi Corporation, a Delaware corporation (“Parent”), Rabbit Acquisition Corp., an Indiana corporation and a wholly owned subsidiary of Parent (“Purchaser”), and White Electronic Designs Corporation, an Indiana corporation (the “Company”).
AMENDMENT NO. 2Credit Agreement • January 26th, 2017 • Microsemi Corp • Semiconductors & related devices • New York
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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 4th, 2011 • Microsemi Corp • Semiconductors & related devices • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 2, 2011 (this “Amendment”), is made by and among MICROSEMI CORPORATION, a Delaware corporation (the “Borrower”), the New Term Lenders (as defined below) and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), for the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below).
