Exhibit 10.2


EXECUTION VERSION


 


MORGAN STANLEY SENIOR FUNDING, INC.


1585 Broadway


New York, NY 10036


 


CONFIDENTIAL


 


November 5, 2015


 


Microsemi Corporation


One Enterprise


Aliso Viejo, CA 92656


		Attention:	John Hohener



Chief Financial Officer


 


The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(“BTMU”)


1251 Avenue of the Americas


New York, New York 10020


 


Deutsche Bank Securities Inc. (“DBSI”)


Deutsche Bank AG New York Branch
(“DBNY”)


60 Wall Street


New York, NY 10005


 


Joinder
Agreement to Commitment Letter


 


Ladies and Gentlemen:


 


Reference is hereby
made to the Commitment Letter dated as of October 18, 2015 (the “Commitment Letter”), a copy of which is attached
hereto as Annex A, from Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”) addressed to Microsemi
Corporation, a Delaware corporation. Capitalized terms used in this joinder letter agreement (this “Joinder Agreement”)
but not defined herein shall have the meanings assigned to such terms in the Commitment Letter.


 


Each of BTMU and DBSI
(each an “Additional Arranger”, and collectively, the “Additional Arrangers”) has advised
Morgan Stanley that it desires to join the Commitment Letter as a joint lead arranger and bookrunner under the Commitment Letter.


 


1.          Each
of BTMU and DBNY (each an “Additional Initial Lender”) is pleased to advise Morgan Stanley of its commitment
to provide 26.25% and 25.0%, respectively, of each of (a) the aggregate principal amount of the $350,000,000 Senior Secured Revolving
Credit Facility, (b) the aggregate principal amount of the $375,000,000 Senior Secured Term Loan A Facility and (c) the aggregate
principal amount of the $2,200,000,000 Senior Secured Term Loan B Facility (collectively, the “Assumed Commitments”),
in each case, on a several and not joint basis, subject only, as applicable, to the satisfaction of the conditions set forth or
referenced in Section 6 of the Commitment Letter and the commitments of Morgan Stanley under the Commitment Letter shall be reduced
on a dollar-for-dollar basis by the aggregate amount of the Assumed Commitments of the Additional Arrangers.


 




     


     


    

 


2.          Each
of the parties hereto acknowledges and agrees that for all purposes, the Additional Arrangers
shall have the right to act (and each Additional Arranger hereby undertakes and agrees to act) as a Commitment Party and an “Additional
Arranger” (as referred to in the Commitment Letter) in connection with the Credit Facilities. Each of the Additional Initial
Lenders and Morgan Stanley, acknowledges and agrees that for all purposes, the Additional Initial Lenders shall have the right
to act (and each Additional Initial Lender hereby undertakes and agrees to act) as a Commitment Party and as an Initial Lender
in connection with the Credit Facilities. It is hereby agreed and understood that notwithstanding anything to the contrary, Morgan
Stanley will appear on the top left of the cover page of any marketing materials for the Credit Facilities, and will hold the roles
and responsibilities conventionally understood to be associated with such name placement.


 


3.          In
consideration of the foregoing, notwithstanding anything to the contrary set forth in the Commitment Letter, to the extent paid
to it, Morgan Stanley agrees to pay to each Additional Arranger a closing fee in an amount equal to (x) if the Acquisition shall
have been approved by the board of directors and/or the stockholders or other equity holders of the Target prior to the commencement
of an actual tender offer to acquire not less than a majority of the outstanding capital stock of the Target without the prior
approval and consent of the board of directors and/or stockholder or other equityholders of the Target, 1.375% of the commitment
of such Additional Arranger in respect of the Credit Facilities in effect on the date hereof, payable in full on the date of the
consummation of the acquisition and the “Closing Date” (as referred to in the Commitment Letter) and (y) in all other
cases, the sum of (i) 0.25% of the commitment of such Additional Arranger in respect of the Credit Facilities in effect on the
date hereof, earned and payable on the earlier of the date that is 45 days after October 18, 2015 (the “Commitment Letter’s
Execution Date”) (unless the Borrower has terminated the Commitment Letter prior to such date) (irrespective of whether
the Closing Date occurs) and the Closing Date, (ii) 0.25% of the of the aggregate amount of the commitment of such Additional Arranger
in respect of the Credit Facilities in effect on the date hereof, earned and payable on the earlier of the date that is 90 days
after the Commitment Letter’s Execution Date (unless the Borrower has terminated the Commitment Letter prior to such date)
(irrespective of whether the Closing Date occurs) and the Closing Date and (iii) 1.25% of the commitment of such Additional Arranger
in respect of the Credit Facilities in effect on the date hereof, payable on, and subject to, the occurrence of, the Closing Date.


 


4.          Each
Additional Arranger hereby acknowledges that it has, independently and without reliance upon Morgan Stanley or any of Morgan Stanley’s
affiliates, or any of Morgan Stanley’s officers, directors, employees, agents, advisors or representatives, and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to join the Commitment Letter
as set forth herein.


 


5.          This
Joinder Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Joinder Agreement
by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tiff”) shall be effective
as delivery of a manually executed counterpart hereof.


 


6.          SECTION
10 OF THE COMMITMENT LETTER IS HEREBY INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS, AND SHALL APPLY HEREUNDER AS IF FULLY
SET FORTH HEREIN.


 


7.          Each
party hereto agrees to maintain the confidentiality of this Joinder Agreement and the terms hereof, subject to the applicable confidentiality
and disclosure provisions set forth in the Commitment Letter.


 




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8.          Without
limiting the provisions of the last paragraph of this Joinder Agreement, each party hereto agrees that this Joinder Agreement shall
remain in full force and effect so long as the Commitment Letter remains in full force and effect and will automatically terminate
and be of no further force and effect, solely as and to the extent the Commitment Letter terminates in accordance with its terms.
For the avoidance of doubt, the Additional Arranger shall have the benefit of and shall be subject to any and all provisions of
the Commitment Letter that “survive” the expiration or termination of the Commitment Letter.


 


If you are in agreement
with the foregoing, please sign and return to Morgan Stanley the enclosed copy of this Joinder Agreement by no later than 5:00
P.M. (New York time) on November 5, 2015, otherwise this Joinder Agreement shall expire at such time. This Joinder Agreement shall
become effective and the undertaking of the parties thereunder shall become effective to the extent and in the manner provided
hereby on the date the Additional Arranger delivers to Morgan Stanley an executed copy hereof.


 


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	 	Very truly yours,
	 	 
	 	MORGAN STANLEY SENIOR FUNDING, INC.
	 	 	 	 
	 	By:	/s/Jonathan Rauen
	 	 	Name:	Jonathan Rauen
	 	 	Title:	Authorized Signatory


 


[Joinder Agreement to Commitment Letter]


 




     


     


    

 


ACCEPTED AND AGREED


on November 5, 2015:


 


MICROSEMI
CORPORATION


 


	By:	/s/John Hohener	 
	Name: John Hohener	 
	Title: CFO	 


 


[Joinder Agreement to Commitment Letter]


 




     


     


    

 


ACCEPTED AND AGREED


on November 5, 2015:


 


THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD.,


as Additional
Arranger and Initial Lender


 


	By:	/s/Timothy P. Dilworth	 
	Name: Timothy P. Dilworth	 
	Title:  Managing Director	 


 


[Joinder Agreement to Commitment Letter]


 




     


     


    

 


	ACCEPTED AND AGREED	 
	on November 4, 2015:	 
	 	 
	DEUTSCHE BANK SECURITIES INC.,	 
	as Additional Arranger	 
	 	 	 
	By:	/s/Ian Dorrington	 
	Name: Ian Dorrington	 
	Title:  Managing Director	 
	 	 	 
	By:	/s/Christopher Blum	 
	Name: Christopher Blum	 
	Title: Managing Director	 
	 	 
	DEUTSCHE BANK AG NEW YORK BRANCH,	 
	as Initial Lender	 
	 	 	 
	By:	/s/Ian Dorrington	 
	Name: Ian Dorrington	 
	Title:  Managing Director	 
	 	 	 
	By:	/s/Christopher Blum	 
	Name: Christopher Blum	 
	Title: Managing Director	 


 




     


     


    

 


ANNEX A


 


[Commitment Letter]


 


See Exhibit 10.1 to the Current Report on
Form 8-K