Exhibit 10.1


Execution Version


MORGAN STANLEY SENIOR FUNDING, INC.

1585 Broadway

New York, NY 10036


 


CONFIDENTIAL


 


November 17, 2015


 


Microsemi Corporation


One Enterprise


Aliso Viejo, CA 92656 


		Attention:	John Hohener



Chief Financial Officer


 


Project Forest


$350,000,000 Senior Secured Revolving Credit
Facility


$375,000,000 Senior Secured Term Loan A Facility


$2,200,000,000 Senior Secured Term Loan B
Facility

Second Amended and Restated Commitment Letter


 


Ladies and Gentlemen:


 


This second amended and
restated commitment letter amends, restates and supersedes that certain amended and restated commitment letter dated as of November
9, 2015 (the “Amended and Restated Commitment Letter”) from Morgan Stanley Senior Funding, Inc. (as defined
below) to Microsemi Corporation, a Delaware corporation (“you” or the “Borrower”),
and such Amended and Restated Commitment Letter shall be of no further force or effect. You have advised Morgan Stanley Senior
Funding, Inc. (“Morgan Stanley”, “we”, “us”
and, together with any Additional Arranger appointed, in each case, pursuant to Section 2 below, the “Commitment
Parties”) that you intend to acquire (the “Acquisition”), directly or indirectly, the Target
(as defined in Exhibit A) and consummate the other transactions described in Exhibit A. Capitalized terms used but
not defined herein shall have the meanings assigned to them in the Exhibits attached hereto (such Exhibits, together with this
letter, collectively, the “Commitment Letter”).


 


1.          Commitments.


 


In connection with the
Transactions (as defined in Exhibit A), Morgan Stanley is pleased to advise you of its commitment to provide to you 100%
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, in each case, on the terms set forth in the Summary of Principal Terms and Conditions attached as
Exhibit B (and, together with Exhibit C, collectively, the


 




     


     


    

 


“Term Sheets”),
and in each case subject only to the satisfaction or waiver of the conditions set forth in Section 6 hereof.


 


2.          Titles
and Roles.


 


It is agreed that (a) Morgan
Stanley will act as a lead arranger and bookrunner for each of the Credit Facilities (as defined in Exhibit A) (in such
capacities, the “Lead Arranger”) and (b) Morgan Stanley will act as sole administrative agent and collateral
agent (in such capacity, the “Administrative Agent”) for the Credit Facilities (as defined in Exhibit
A). It is further agreed that Morgan Stanley shall have “left side” designation and shall appear on the top left
of any Information Materials (as defined below) and all other marketing materials in respect of the Credit Facilities and will
hold the leading role and responsibilities conventionally associated with such “left” placement, including maintaining
sole physical books in respect of the Credit Facilities. You agree that no other agents, co-agents, arrangers or bookrunners will
be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment
Letter and the Fee Letter referred to below) will be paid to any Lender (as defined below) in order to obtain its commitment to
participate in the Credit Facilities unless you and we shall so agree. You acknowledge that Morgan Stanley appointed with your
consent each of The Bank of Tokyo-Mitsubishi UFJ, LTD. and Deutsche Bank Securities Inc. as a joint lead arranger and bookrunner
(the “Additional Arrangers”; together with Morgan Stanley, Deutsche Bank AG New York Branch and any other
affiliate of an Additional Arranger to whom Morgan Stanley assigns a portion of its commitments pursuant to this Section 2, the
“Initial Lenders”) pursuant to a Joinder Agreement to Commitment Letter dated as of November 5, 2015.


 


3.          Syndication.


 


The Lead Arranger reserves
the right, prior to or after the Closing Date (as defined below), to syndicate all or a portion of the Initial Lenders’ commitments
hereunder to a group of banks, financial institutions and other institutional lenders (together with the Initial Lenders, the “Lenders”)
identified by the Lead Arranger in consultation with you and acceptable to you such acceptance not to be unreasonably withheld,
delayed or conditioned); provided that (a) the Lead Arranger agrees not to syndicate its commitments to (i) competitors
of the Borrower, the Target and their respective subsidiaries specified to us by you in writing from time to time, (ii) any persons
that are engaged as principals primarily in private equity, mezzanine financing or venture capital and certain banks, financial
institutions, other institutional lenders and other entities, in each case, that have been specified to us by you in writing on
or prior to October 18, 2015 (the “Original Signing Date”) and (iii) as to any entity referenced in each
case of clauses (i) and (ii) above (the “Primary Disqualified Lender”), any of such Primary Disqualified
Lender’s known affiliates readily identifiable by name, but excluding any affiliate that is primarily engaged in, or that
advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial
loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which the Primary Disqualified
Lender does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such
entity (clauses (i), (ii) and (iii) above collectively, the “Disqualified Lenders”) and (b) notwithstanding
the Lead Arranger’s right to syndicate the Credit Facilities and receive commitments with respect thereto, (A) the Initial
Lenders shall not be relieved, released or novated from their obligations hereunder (including their obligation to fund the Credit
Facilities on the date of the consummation of the Acquisition with the proceeds of the initial funding under the Credit Facilities
(the date of such funding, the “Closing Date”)) in connection with any syndication, assignment or participation
of the Credit Facilities, including their commitments in respect thereof, until after the Closing Date has occurred, (B) except
as contemplated in Section 2 above, no assignment or novation shall become effective with respect to all or any portion
of the Initial Lenders’ commitments in respect of the Credit Facilities until the initial funding of the Credit Facilities
and (C) unless you otherwise agree in writing, each Commitment Party shall retain exclusive


 




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control over all rights and obligations with
respect to its commitments in respect of the Credit Facilities, including all rights with respect to consents, modifications, supplements,
waivers and amendments, until the Closing Date has occurred.


 


Without limiting your obligations
to assist with syndication efforts as set forth herein prior to the Syndication Date (as defined below), it is understood that
the Initial Lender’s commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect
of, the Credit Facilities and in no event shall the commencement or successful completion of syndication of the Credit Facilities
constitute a condition to the availability of the Credit Facilities on the Closing Date. The Lead Arranger may commence syndication
efforts promptly upon the execution of this Commitment Letter and, as part of our syndication efforts, it is our intent to have
Lenders commit to the Credit Facilities prior to the Closing Date (subject to the limitations set forth in the preceding paragraph).
Until the earlier of (a) the date on which a Successful Syndication (as defined in the Fee Letter) is achieved and (b) the date
that is 60 days following the Closing Date (the “Syndication Date”), you agree to actively assist the
Lead Arranger in completing a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include,
until the later of the Syndication Date and the Closing Date, (i) your using commercially reasonable efforts to ensure that any
syndication efforts benefit from your existing lending and investment banking relationships, (ii) direct contact between senior
management, certain representatives and certain advisors of the Borrower, on the one hand, and the proposed Lenders, on the other
hand, in all such cases at times and locations mutually agreed upon, (iii) your assistance in the preparation of the Information
Materials and other customary marketing materials to be used in connection with the syndication of the Credit Facilities, (iv)
your using commercially reasonable efforts to obtain, at your expense, prior to the launch of general syndication of the Credit
Facilities, public ratings for the Term Loan B Facility from each of Standard & Poor’s Ratings Services (“S&P”)
and Moody’s Investors Service, Inc. (“Moody’s”) and a public corporate credit rating and
a public corporate family rating in respect of the Borrower after giving effect to the Transactions from each of S&P and Moody’s,
respectively, (v) the hosting, with the Lead Arranger, of a reasonable number of meetings or conference calls to be mutually agreed
upon of prospective Lenders at reasonable times and locations to be mutually agreed upon and upon reasonable advance notice, (vi)
your promptly preparing and providing pro forma financial projections of the Borrower and its subsidiaries, including pro forma
balance sheets and income statements, for a five year period, which shall be on a quarterly basis for first year following the
Closing Date and on an annual basis thereafter and (vii) your ensuring that, prior to the later of the Syndication Date and the
Closing Date, there will not be any competing issues, offerings, placements or arrangements of debt securities or credit facilities
by or on behalf of you or any of your subsidiaries (and, in the case of a Negotiated Transaction (as defined in Exhibit A hereto),
your using commercially reasonable efforts to cause the Target to ensure that there will not be any competing issues, offerings,
placements or arrangements of debt securities or credit facilities of the Target or its subsidiaries) being offered, placed or
arranged (other than the Credit Facilities, ordinary course capital leases, purchase money indebtedness and equipment financings,
deferred purchase price obligations, obligations under the Acquisition Agreement, indebtedness of the Target and its subsidiaries
disclosed or otherwise permitted under the Acquisition Agreement or other indebtedness that has otherwise been consented to by
the Lead Arranger) without the consent of the Lead Arranger, if such issuance, offering, placement or arrangement would materially
impair the primary syndication of the Credit Facilities. Notwithstanding anything to the contrary contained in this Commitment
Letter, the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary,
your obligations to assist in syndication efforts as provided herein (including commercially reasonable efforts to obtain the ratings
referenced above) shall not constitute a condition to the commitments hereunder or the funding of the Credit Facilities on the
Closing Date and shall terminate on the later of the Syndication Date and the Closing Date.


 




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Except as otherwise expressly
provided herein, the Lead Arranger, in its capacities as such, will manage all aspects of any syndication of the Credit Facilities,
in consultation with you, including decisions as to the selection of institutions to be approached and when they will be approached,
when their commitments will be accepted, which institutions will participate (subject to your prior consent (not to be unreasonably
withheld, delayed or conditioned) and excluding Disqualified Institutions), the allocation of the commitments among the Lenders
and the amount and distribution of fees among the Lenders. To assist the Lead Arranger in its syndication efforts, you agree to
promptly prepare and provide (and, in the case of a Negotiated Transaction, to use commercially reasonable efforts to cause the
Target to promptly prepare and provide) to us, in each case prior to the later of the Syndication Date and the Closing Date, such
customary information with respect to the Borrower, the Target and each of their respective subsidiaries and the Transactions,
including all financial information and projections prepared by you (including financial estimates, financial models, forecasts
and other forward-looking information, the “Projections”), as the Lead Arranger may reasonably request
in connection with the structuring, arrangement and syndication of the Credit Facilities. Notwithstanding anything herein to the
contrary, the only financial statements that shall be required to be provided to the Commitment Parties in connection with the
syndication of the Credit Facilities shall be those required to be delivered pursuant to paragraph 6 of Exhibit C.


 


You hereby acknowledge
that (a) the Lead Arranger will make available Information (as defined below), Projections and other marketing material and presentations,
including confidential information memoranda to be used in connection with the syndication of the Credit Facilities (any such memorandum,
an “Information Memorandum”, and such Information, Projections, other marketing material and Information
Memoranda, collectively with the Term Sheets, the “Information Materials”) on a confidential basis to
the proposed syndicate of Lenders by posting the Information Materials on IntraLinks, Debt X, SyndTrak Online or another similar
electronic system and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that wish to receive only
information that (i) is publicly available or of a type that would be publicly available if the Borrower and the Target were public
reporting companies or (ii) is not material with respect to you, the Borrower, the Target or your or their respective subsidiaries
or securities for purposes of United States federal and State securities laws (collectively, the “Public Side Information”;
any information that is not Public Side Information, “Private Side Information”)) and who may be engaged
in investment and other market related activities with respect to you, the Borrower, the Target or your or their respective subsidiaries
or securities (each, a “Public Sider”, and each Lender that is not a Public Sider, a “Private
Sider”). You will be solely responsible for the contents of the Information Materials and the Commitment Parties
shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof.


 


You agree to assist (and,
in the case of a Negotiated Transaction, use commercially reasonable efforts to cause the Target to assist) us in preparing an
additional version of the Information Materials to be used in connection with the syndication of the Credit Facilities that includes
only Public Side Information with respect to you, the Borrower, the Target and/or any of your or their respective subsidiaries
or securities, to be used by Public Siders. It is understood that in connection with your assistance described above, customary
authorization letters will be included in any Information Materials that (i) contain a customary “10b-5” representation
and a customary representation by you to the Commitment Parties that any Public Side Information does not include any Private Side
Information and (ii) exculpate us and our affiliates with respect to any liability related to the use of the contents by the recipients
thereof and exculpate you and your affiliates, the Target and its affiliates (including, without limitation, the Seller (as defined
in Exhibit A)), in the event of any unauthorized use or misuse of any of the Information Materials or related marketing
materials by the recipients thereof. Before distribution of any Information Materials, at our request, you agree to identify that
portion of the Information Materials that may be distributed to the Public Siders as “Public Information”, which, at
a minimum, shall mean


 




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that the word “PUBLIC” shall appear
prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized
the Commitment Parties and the proposed Lenders to treat such Information Materials as containing only Public Side Information
(it being understood that you shall not be under any obligation to mark the Information Materials “PUBLIC”). We will
not make any materials not marked “PUBLIC” available to Public Siders.


 


You acknowledge and agree
that the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise
the Lead Arranger in writing (including by email) within a reasonable time prior to its intended distribution that such materials
should only be distributed to Private Siders, provided you have been given a reasonable opportunity to review such materials and
comply with federal securities laws’ disclosure obligations: (a) administrative materials prepared by the Lead Arranger for
prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term
sheets (including revisions thereto) and notification of changes in the Credit Facilities’ terms and conditions, (c) drafts
and final versions of the Facilities Documentation (as defined below) and (d) financial statements of the Target and its subsidiaries
of the type that would be included in public filings with the United States Securities and Exchange Commission if the Target were
a public reporting company. If you advise us in writing (including by email), within a reasonable period of time prior to dissemination,
that any of the foregoing should be distributed only to Private Siders, then Public Siders will not receive such materials without
your consent.


 


4.          Information.


 


You hereby represent and
warrant that (with respect to information relating to the Target or any of its subsidiaries, to the best of your knowledge), (a)
all written information other than (i) the Projections and (ii) forward looking information and other information of a general
economic or industry specific nature (the “Information”) that has been or will be made available to the
Commitment Parties, directly or indirectly, by you or by any of your representatives on your behalf in connection with the transactions
contemplated hereby, when taken as a whole, is or will be correct in all material respects and does not or will not, when taken
as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect
to all supplements and updates thereto prior to the Original Signing Date or, in the case of Information provided after the Original
Signing Date, prior to the date such Information is provided) and (b) the Projections that have been or will be made available
to us by you or your representatives in connection with the transactions contemplated hereby have been or will be prepared in good
faith based upon assumptions that are believed by you to be reasonable at the time when made and at the time delivered to us, it
being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to
significant uncertainties and contingencies, many of which are beyond your control, no assurance can be given that any particular
Projection will be realized and actual results during the period or periods covered by any such Projection may differ significantly
from the projected results and such differences may be material. You agree that, if at any time prior to the later of the Syndication
Date and the Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect
in any material respect (with respect to information relating to the Target or any of its subsidiaries or any controlled affiliate
of any thereof, to the best of your knowledge) if the Information and the Projections were being furnished, and such representations
were being made, at such time, then you will (or, in the case of a Negotiated Transaction, prior to the Closing Date, with respect
to the Information and such Projections relating to the Target, will use commercially reasonable efforts to) promptly supplement
the Information and Projections such that such representations and warranties are (prior to the Closing Date with respect to information
relating to the Target or any of its subsidiaries, to the best of your knowledge) correct in all material respects under those
circumstances. In arranging and syndicating the Credit Facilities, the Commitment Parties will be entitled to use and rely primarily
on the Information and the


 




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Projections without responsibility
for independent verification thereof and does not assume responsibility for the accuracy or completeness of the Information or
Projections.


 


5.          Fees.


 


As consideration for the
commitments of the Initial Lenders hereunder and for the agreement of the Lead Arranger to perform the services described herein,
you agree to pay (or cause to be paid) the fees set forth in the Term Sheets and in the Second Amended and Restated Fee Letter,
dated the date hereof, and delivered herewith with respect to the Credit Facilities (the “Fee Letter”),
if and to the extent payable in accordance with the terms thereof. Once paid, except as provided herein or in the Fee Letter, such
fees shall not be refundable under any circumstances. Notwithstanding anything to the contrary herein or otherwise, if the Transactions
are not consummated and the Closing Date does not occur, no fees, costs or expenses (other than amounts payable pursuant to clause
(a) of Section 7 below, but not any fees, costs, expenses or disbursements of counsel pursuant to clause (b) of Section
7 below, except to the extent required to be paid pursuant to “Break Up Compensation” in the Fee Letter), shall
be payable or reimbursable by you pursuant to this Commitment Letter, the Fee Letter or any other agreement entered into between
you and the Lead Arranger, any Administrative Agent, any Commitment Party and/or any of their respective affiliates (other than
the Alternate Transaction Fee (as defined in the Fee Letter) solely to the extent such fee would be required to be paid pursuant
to the terms of the Fee Letter).


 


6.          Conditions.


 


The commitments of the
Initial Lenders hereunder to fund the Credit Facilities on the Closing Date are subject solely to (a) the conditions set forth
in the section entitled “Conditions to Initial Borrowing” in Exhibit B hereto, (b) delivery of a customary borrowing
notice (clauses (a) and (b) subject, on the Closing Date, to the Certain Funds Provisions (as defined below)); provided
that such notice shall not include any representation or statement as to the absence (or existence) of any default or event of
default under the Facilities Documentation, (c) the conditions expressly set forth in this Section 6 and (d) the conditions
set forth in Exhibit C hereto, and, upon satisfaction (or waiver by the Lead Arranger) of such conditions, the initial funding
of the Credit Facilities shall occur.


 


Notwithstanding anything
in this Commitment Letter (including the immediately preceding paragraph), the Fee Letter, the Facilities Documentation or any
other agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations
or warranties the accuracy of which shall be a condition to the availability and funding of the Credit Facilities on the Closing
Date shall be (i) such of the representations and warranties made with respect to the Target and its subsidiaries in the Acquisition
Agreement, if any, as are material to the interests of the Lenders, but only to the extent that you or your applicable affiliates
have the right to terminate your obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result
of a breach of such representations or warranties in the Acquisition Agreement (the “Specified Acquisition Agreement
Representations”) if any Acquisition Agreement is executed prior to the Closing Date and (ii) the Specified Representations
(as defined below), and (b) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability
or funding of the Credit Facilities on the Closing Date if the conditions set forth in this Section 6 are satisfied or waived
by the Lead Arranger. Notwithstanding anything to the contrary herein or otherwise, to the extent any security interest in any
Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (A) the pledge and perfection of security
interests, to the extent required by the Term Sheets, in the equity interests of the material wholly owned domestic subsidiaries
of the Borrower (excluding (x) the Target and its material wholly owned domestic subsidiaries (it being understood that the pledge
and perfection of the equity interests of the Target and its material wholly owned domestic subsidiaries shall be governed by the
succeeding sentence) and (y) including subsidiaries that are Guarantors) with respect to which a lien may


 




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be perfected by the delivery
of a certificate representing such interests, if any, and (B) the pledge and perfection of security interests in Collateral with
respect to which a lien may be perfected by the filing of financing statements under the Uniform Commercial Code in the applicable
office in the respective jurisdiction of organization of the Borrower or any Guarantor (as defined in Exhibit B) (the Collateral
described in this clause (B), the “Filing Collateral”)) after your use of commercially reasonable efforts
to do so, then the provision and/or perfection of a security interest in any such Collateral shall not constitute a condition precedent
to the availability of the Credit Facilities on the Closing Date, but shall instead be provided after the Closing Date pursuant
to arrangements and timing (which shall, in any event, be not less than 90 days after the Closing Date or such later date as the
Administrative Agent and the Borrower mutually agree upon in good faith) to be mutually agreed by the Administrative Agent and
the Borrower acting reasonably. Further, it is hereby understood and agreed that, notwithstanding anything to the contrary in this
Commitment Letter or otherwise, any obligation of Borrower, Target or their respective subsidiaries to deliver Collateral related
to the Target and its subsidiaries or for any of the Target or its subsidiaries to become Guarantors shall be as set forth in the
Facilities Documentation (but in any event shall occur within 30 days following the Closing Date or as the Administrative Agent
may agree in its sole discretion) and shall not be a condition precedent to the Credit Facilities. For purposes hereof, “Specified
Representations” means the representations and warranties of the Borrower and the Guarantors to be set forth in the
Facilities Documentation relating to organizational status of the Borrower and the Guarantors, no conflicts of the Facilities Documentation
with charter documents of the Borrower and the Guarantors in each case, related to the entering into and performance of the Facilities
Documentation, organizational power and authority to enter into the Facilities Documentation, due authorization, due execution,
delivery and enforceability, in each case, relating to the entering into and performance of the Facilities Documentation, solvency
as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (such
representation and warranty to be consistent with the solvency certificate in the form set forth in Annex I to Exhibit
C), Federal Reserve margin regulations, the Investment Company Act, OFAC, the PATRIOT Act, the use of the loan proceeds not
violating the FCPA, the status of the Credit Facilities and the guarantees thereof provided for in Exhibit B hereto, respectively,
as senior debt and, subject to the immediately preceding sentence, the creation, validity and perfection of security interests
in the Filing Collateral (subject to permitted liens to be mutually agreed and the preceding provisions of this Section 6). This
paragraph and the provisions herein shall be referred to as the “Certain Funds Provisions”.


 


The definitive documentation
for the Credit Facilities (the “Facilities Documentation”) shall (a) be consistent with this Commitment
Letter (including the Certain Funds Provisions), the Term Sheet set forth in Exhibit B hereto, and the Fee Letter,
and contain only those conditions precedent, mandatory prepayments, representations, warranties, affirmative covenants, negative
covenants, financial covenants and events of default expressly set forth in the Term Sheets (subject only to the exercise of any
“market flex” expressly provided in the section of the Fee Letter entitled “Market Flex”) and, to the extent
such terms are not expressly set forth in the Term Sheets, but are instead to be determined in accordance with a specified standard
or principle, such terms will be negotiated in good faith in accordance with such standard or principle (it being understood that
all conditions precedent to fund the Credit Facilities on the Closing Date are expressly set forth in this Section 6), (b)
subject to clauses (a) and (d) be based on the Amended and Restated Credit Agreement dated as of October 13, 2011 as amended by
Amendment No. 3 dated as of February 17, 2012, Amendment No. 4 dated as of February 19, 2013, Amendment No. 5 dated as of March
18, 2014 and Amendment No. 6 dated as of March 31, 2015 (as so amended and as amended and supplemented by incremental joinders
prior to the date hereof and as it may be further amended, modified or supplemented prior to the date hereof, the “Existing
Credit Agreement”) among the Borrower, the lenders party thereto and Bank of America, N.A. as administrative agent,
(c) subject to clauses (a) and (d) of this paragraph, be based on the operational requirements of the Borrower and its subsidiaries
(after giving effect to the Acquisition) in light of their size, structure, industries, businesses, business practices, matters
disclosed in the Acquisition Agreement and proposed business plan and


 




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operations, which will include,
for the avoidance of doubt, increases in the size of certain “baskets” and thresholds to be mutually agreed, (d) give
due regard to the most recent model delivered to the Lead Arranger prior to the Original Signing Date, and (e) be negotiated in
good faith by the Borrower and the Lead Arranger to finalize such documentation, giving effect to the Certain Funds Provisions,
as promptly as practicable after the acceptance of this Commitment Letter. This paragraph and the provisions herein are referred
to as the “Documentation Principles”.


 


7.          Indemnity.


 


To induce the Commitment
Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the documentation of the Credit Facilities,
you agree (a) to indemnify and hold harmless each Commitment Party, its respective affiliates and the respective officers, directors,
employees, agents, controlling persons, equityholders, partners, members and other representatives of each of the foregoing (each,
an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any
kind or nature and reasonable and documented out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person
may become subject to the extent arising out of, resulting from or in connection with, any claim, litigation, investigation or
proceeding (including any inquiry or investigation) relating to any of the foregoing (any of the foregoing, a “Proceeding”)
in connection with this Commitment Letter, the Fee Letter, the Transactions, the Credit Facilities or any use of the proceeds thereof,
regardless of whether any such Indemnified Person is a party thereto and whether or not such Proceeding is brought by you, your
equityholders, your affiliates, creditors or any other third person, and to reimburse each such Indemnified Person promptly following
written demand (together with back-up documentation supporting such reimbursement request) for any reasonable and documented out-of-pocket
legal expenses of one firm of counsel for all such Indemnified Persons, taken as a whole, and, in the case of an actual or perceived
conflict of interest, one additional firm of counsel to the affected Indemnified Persons taken as a whole, and, if necessary, of
a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)
for all such Indemnified Persons taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional
firm of counsel to the affected Indemnified Persons taken as a whole), and other reasonable and documented out-of-pocket fees and
expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity
will not, as to any Indemnified Person, apply to any loss, claim, damage, liability, cost or expense to the extent (i) it
has been determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (A) the
willful misconduct, bad faith or gross negligence of such Indemnified Person or (B) a material breach of the obligations of
such Indemnified Person under this Commitment Letter or the Fee Letter, (ii) resulting from any Proceeding between or among
Indemnified Persons that does not involve an action or omission by you or your affiliates (other than claims against any Commitment
Party in its capacity or in fulfilling its role as the agent or arranger or any other similar role under the Credit Facilities
(excluding its role as a Lender)) and (b) if the Transactions are consummated and the Closing Date occurs, to reimburse Morgan
Stanley and its affiliates, from time to time, for all reasonable and documented out-of-pocket expenses, due diligence expenses,
syndication expenses, travel expenses and reasonable fees, disbursements and other charges of the single firm of counsel to Morgan
Stanley specified in the Term Sheets, and of a single local counsel to Morgan Stanley in each appropriate jurisdiction (which may
include a single special counsel acting in multiple jurisdictions), in each case incurred in connection with the Credit Facilities
and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Facilities Documentation and any
security arrangements in connection therewith. The foregoing provisions in this paragraph shall be superseded in each case, to
the extent covered thereby, by the applicable provisions contained in the Facilities Documentation upon execution thereof and thereafter
shall have no further force and effect.


 




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Notwithstanding any other
provision of this Commitment Letter, (a) no Indemnified Person shall be liable for any damages arising from the use by others of
information or other materials obtained through internet, electronic, telecommunications or other information transmission systems,
except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified
Person (as determined by a court of competent jurisdiction in a final non-appealable judgment) and (b) none of you, the Indemnified
Persons, the Target, the Borrower or any of your or their respective affiliates or the respective directors, officers, employees,
advisors and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages (including, without
limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the
Transactions (including the Credit Facilities and the use of proceeds thereunder), or with respect to any activities related to
the Credit Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation; provided
that nothing in this sentence shall limit your indemnification obligations set forth herein to the extent such indirect, special,
punitive or consequential damages are included in any third party claim in connection with which such Indemnified Person is entitled
to indemnification hereunder. Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund and return promptly
any and all amounts paid by you under the immediately preceding paragraph to such Indemnified Person for any such losses, claims,
damages, liabilities and expenses to the extent it has been determined by a court of competent jurisdiction in a final, non-appealable
judgment that such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof.


 


You shall not be liable
for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld, delayed
or conditioned), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent
jurisdiction for the plaintiff against any Indemnified Person in any such Proceeding, you agree to indemnify and hold harmless
such Indemnified Person in the manner set forth above.


 


You shall not, without
the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned),
effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by
such Indemnified Person unless such settlement (a) includes an unconditional release of such Indemnified Person from all liability
arising out of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability, wrongdoing
or a failure to act by or on behalf of such Indemnified Person.


 


8.          Sharing
of Information, Absence of Fiduciary Relationships, Affiliate Activities.


 


You acknowledge that the
Commitment Parties and their respective affiliates may be providing debt financing, equity capital or other services (including,
without limitation, investment banking and financial advisory services, securities trading, hedging, financing and brokerage activities
and financial planning and benefits counseling) to other persons in respect of which you, the Target and your and their respective
affiliates may have conflicting interests regarding the transactions described herein and. No Commitment Party or its affiliates
will use confidential information obtained from you, the Target or your or its affiliates or representatives by virtue of the transactions
contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them or their
respective affiliates of services for other persons, and no Commitment Party or its affiliates will furnish any such information
to other persons in contravention of Section 9. You also acknowledge that no Commitment Party or its affiliates has any
obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential
information obtained by them from other persons.


 


The Commitment Parties
and their respective affiliates may have economic interests that conflict with those of you or the Target. You agree that the Commitment
Parties will act under this Commitment


 




    	 	9	 



     

    

 


Letter as an independent
contractor and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency
relationship or fiduciary or other implied duty between the Commitment Parties and you or the Target, your or its respective equityholders
or your or its respective affiliates. You acknowledge and agree that (a) the transactions contemplated by this Commitment Letter
and the Fee Letter are arm’s-length commercial transactions between the Commitment Parties and, if applicable, their respective
affiliates, on the one hand, and you, on the other, (b) in connection therewith and with the process leading to such transactions,
the Commitment Parties and their applicable affiliates (as the case may be) are acting solely as principals and not as agents or
fiduciaries of you, the Target, your or their respective management, equityholders, creditors or affiliates, (c) the Commitment
Parties and their applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other
obligation in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading thereto
(irrespective of whether any Commitment Party or any of their respective affiliates have advised or are currently advising you
or the Target on other matters), except the obligations expressly set forth in this Commitment Letter and the Fee Letter, (d) you
have consulted your own legal, accounting and financial advisory, regulatory and tax advisors to the extent you deem appropriate,
and (e) you are responsible for making your own independent judgment with respect to such transactions and the process leading
thereto. You agree that you will not claim, and hereby waive any such claim, that any Commitment Party or any of their respective
affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to
you or your affiliates, in connection with such transaction or the process leading thereto.


 


9.          Confidentiality.


 


You agree that you will
not disclose, directly or indirectly, the Fee Letter or the contents thereof or this Commitment Letter or the contents hereof to
any person or entity without the prior written approval of the Lead Arranger (such approval not to be unreasonably withheld, delayed
or conditioned), except (a) to your affiliates and officers, directors, agents, employees, attorneys, accountants, advisors, members,
partners, stockholders, controlling persons or equityholders of the foregoing, (b) if the Commitment Parties consent in writing
to such proposed disclosure or (c) pursuant to the order of any court or administrative agency in any pending legal, judicial or
administrative proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent requested or
required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which
case you agree, to the extent practicable and not prohibited by applicable law, to inform us promptly thereof prior to disclosure);
provided that (i) you may disclose this Commitment Letter and its contents (but not the Fee Letter except as provided in
clause (vi) below) to the Seller, the Target, the Target’s subsidiaries and their respective officers, directors, agents,
employees, attorneys, accountants, advisors, members, partners, stockholders, controlling persons or equityholders of the foregoing,
in each case, who are informed of the confidential nature of this Commitment Letter, the Fee Letter and the contents hereof and
thereof and who are or have been advised of their obligation to keep the same confidential, (ii) you may disclose this Commitment
Letter and its contents (but not the Fee Letter or its contents) in any syndication or other marketing materials in connection
with the Credit Facilities (including the Information Materials) or in connection with any proxy or public filing, (iii) you may
disclose the Term Sheets and other Exhibits and annexes to this Commitment Letter, and the contents thereof, to potential Lenders
and to rating agencies in connection with obtaining ratings for the Borrower or the Credit Facilities, (iv) you may disclose the
aggregate fee amount contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of
aggregate sources and uses related to fee amounts in connection with the Transactions in marketing materials for the Credit Facilities
or in any proxy or public filing, (v) you may make public disclosure of the existence and amount of the commitments hereunder and
of the identities of the Administrative Agent, the Lead Arranger and the Additional Arrangers, (vi) to the extent portions
thereof have been redacted in a manner to be reasonably


 




    	 	10	 



     

    

 


satisfactory to us and you
(including the portions thereof addressing fees payable to the Commitment Parties and/or the Lenders), you may disclose the Fee
Letter and the contents thereof to the Target, its subsidiaries and their respective officers, directors, agents, employees, attorneys,
accountants, advisors, members, partners, stockholders, controlling persons or equityholders of the foregoing on a confidential
and need to know basis (with you being responsible for such person’s compliance with this paragraph), (vii) you may disclose
this Commitment Letter, the Fee Letter and the contents hereof and thereof to the extent this Commitment Letter, the Fee Letter
or the contents hereof or thereof, as applicable, become publicly available other than by reason of disclosure by you in breach
of this Commitment Letter, and (viii) you may disclose this Commitment Letter, the Fee Letter and contents hereof and thereof to
the extent required by applicable law, rule or regulation, subpoena or other compulsory legal process (in which case, you agree,
to the extent practicable and not prohibited by law, to inform us promptly thereof prior to disclosure).


 


The Commitment Parties
and their respective affiliates will use all information provided to it or such affiliates by or on behalf of you hereunder or
in connection with the Acquisition and the Transactions solely for the purpose of providing the services which are the subject
of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge
such information; provided that nothing herein shall prevent any Commitment Party or their respective affiliates from disclosing
any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or
administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Commitment
Parties agree (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory
authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform
you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over
any Commitment Party or any of their respective affiliates (in which case the Commitment Parties agree (except with respect to
any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or
regulatory authority), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to
disclosure), (c) to the extent that such information becomes publicly available other than by reason of disclosure by the Commitment
Parties or any of their respective affiliates or any related parties thereto in violation of any confidentiality obligations owing
to you, the Target, the Seller or any of your or their respective affiliates (including those set forth in this paragraph), (d)
to the extent that such information is received by any Commitment Party from a third party that is not, to such Commitment Party’s
knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, the Target, the Seller or any of your
or their respective affiliates or related parties, (e) to each Commitment Party’s affiliates and to their respective officers,
directors, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information
in connection with the Transactions and who are informed of the confidential nature of such information and who are subject to
customary confidentiality obligations of professional practice or who are or have been advised to keep the same confidential (with
the applicable Commitment Party responsible for such person’s compliance with this paragraph), (f) to potential or prospective
Additional Arrangers, Lenders, participants or assignees and to any direct or indirect contractual counterparty to any swap or
derivative transaction (each a “Swap Counterparty”) relating to the Borrower or any of its subsidiaries,
in each case other than Disqualified Institutions; provided that the disclosure of any such information to any Lenders,
participants, assignees or Swap Counterparties or prospective Lenders, participants, assignees or Swap Counterparties referred
to above shall be made subject to the acknowledgment and acceptance by such Lender, participant, assignee or Swap Counterparty
or prospective Lender, participant, assignee or Swap Counterparty that such information is being disseminated on a confidential
basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the Commitment
Parties, including as expressly agreed in any Information Materials or other marketing materials) in accordance with the standard
syndication processes of the Commitment Parties or customary market


 




    	 	11	 



     

    

 


standards for dissemination
of such type of information, (g) to rating agencies in connection with obtaining ratings for the Borrower or the Credit Facilities,
(h) for purposes of establishing a “due diligence” or similar defense in connection with or arising out of the making
of loans pursuant to this Commitment Letter, (i) with your prior written consent or (j) to enforce their rights and remedies hereunder
or under the Fee Letter. Upon the entering into of the Facilities Documentation, the Commitment Parties and their respective affiliates’,
if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the
Facilities Documentation upon the initial funding thereunder.


 


10.         Miscellaneous.


 


This Commitment Letter
and the commitments hereunder shall not be assignable by any party hereto (other than, subject to the limitations set forth in
Section 3, by the Initial Lenders to any other Lender), in each case, immediately prior to or otherwise substantially concurrently
with the consummation of the Acquisition) without the prior written consent of each other party hereto (such consent not to be
unreasonably withheld, delayed or conditioned) (and any attempted assignment without such consent shall be null and void). This
Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified
Persons to the extent expressly set forth herein) and are not intended to and do not confer any benefits upon, or create any rights
in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). Subject
to the limitations set forth in Section 2 and Section 3 above, the Commitment Parties reserve the right to employ
the services of their respective affiliates in providing services contemplated hereby and to allocate, in whole or in part, to
their affiliates certain fees payable to the Commitment Parties in such manner as such Commitment Party and its affiliates may
agree in their sole discretion and, to the extent so employed, such affiliates shall be entitled to the benefits and protections
afforded to, and subject to the provisions governing the conduct of, the Commitment Parties hereunder (provided that the
applicable Commitment Party shall be liable for the actions or inactions of any such person whose services are so employed). This
Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the
Commitment Parties and you. This Commitment Letter 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 Commitment Letter by facsimile transmission or other electronic transmission (e.g., a “PDF” or “TIFF”)
shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the Exhibits hereto),
together with the Fee Letter, (i) are the only agreements that have been entered into among the parties hereto with
respect to the Credit Facilities, and (ii) supersede all prior understandings, whether written or oral, among us with respect to
the Credit Facilities and set forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER
AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR
RELATING TO THIS COMMITMENT LETTER AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES; provided,
however, that (a) the accuracy of any Specified Acquisition Agreement Representations and whether you have the right to
terminate your obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance
with the terms of the Acquisition Agreement) as a result of a breach of such representations and warranties in the Acquisition
Agreement and (b) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall,
in each case, be governed by the 


 




    	 	12	 



     

    

 


laws
of the State of Delaware, without regard to the principles of conflict of laws thereof.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY
RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.


 


Each of the parties hereto
hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York
State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated
hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action
or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court,
(b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated
hereby in any New York State or in any such federal court, (c) waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court, and (d) agrees that a final judgment in any
such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other matter provided by law. Each of the parties hereto agrees that service of process, summons, notice or document by registered
mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding
brought in any such court.


 


We hereby notify you that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT
Act”), we and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower
and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that
will allow each of us and the Lenders to identify the Borrower and the Guarantors in accordance with the PATRIOT Act. This notice
is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the Lenders.


 


The indemnification, compensation
(if applicable), reimbursement (if applicable), sharing of information, absence of fiduciary relationships, no agency, affiliate
activities, jurisdiction, governing law, venue, waiver of jury trial, syndication (including the “Market Flex” provisions
in the Fee Letter) and confidentiality provisions contained herein and in the Fee Letter shall remain in full force and effect
regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration
of this Commitment Letter or the Initial Lenders’ commitments hereunder; provided that your obligations under this
Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication
of such commitments (including supplementing and/or correcting Information and Projections) prior to the later of the Syndication
Date and the Closing Date, (b) confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be
superseded by the provisions of the Facilities Documentation upon the initial funding thereunder, and you shall automatically be
released from all liability in connection therewith at such time, and (c) as of the Closing Date the provisions of Section 7 shall
be superseded to the extent the Facilities Documentation includes indemnification and expense reimbursement provisions. You may
terminate this Commitment Letter and/or the Initial Lenders’ commitments with respect to the Credit Facilities (or any portion
thereof) hereunder at any time subject to the provisions of the preceding sentence.


 




    	 	13	 



     

    

 


Section headings used herein
are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting,
this Commitment Letter.


 


If the foregoing correctly
sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning
to the Commitment Parties executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on
November 17, 2015. The Initial Lenders’ commitments and the obligations of the Lead Arranger hereunder will expire at such
time in the event that the Commitment Parties have not received such executed counterparts in accordance with the immediately preceding
sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letter, we agree to hold our commitment available
for you until the earliest of (i) after execution of the Acquisition Agreement and prior to the consummation of the Transactions,
the termination of the Acquisition Agreement in accordance with its terms, (ii) the consummation of the Acquisition with or without
the funding of the Credit Facilities, (iii) 11:59 p.m., New York City time, on March 31, 2016 and (iv) the date on which you elect
to terminate this Commitment Letter pursuant to the second preceding paragraph hereof (such earliest date being the “Termination
Date”). Upon the occurrence of the Termination Date, this Commitment Letter and the commitments of the Commitment
Parties hereunder and the agreement of the Lead Arranger to provide the services described herein shall automatically terminate
unless the Commitment Parties shall, in their discretion, agree to an extension in writing (including by email).


 


[Remainder of this page intentionally left blank]


 




    	 	14	 



     

    

 


We are pleased to have
been given the opportunity to assist you in connection with the financing for the Transactions.


 


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


 


[SIGNATURE PAGE TO FOREST COMMITMENT LETTER]


 




     


     


    

 


	Accepted and agreed to as of 

the date first above written:	 
	 	 
	MICROSEMI CORPORATION	 
	 	 
	By:	/s/John W. Hohener	 
	 	Name:  John W. Hohener	 
	 	Title:  Executive Vice President, Chief 	 
	 	Financial Officer, Treasurer and 	 
	 	Secretary	 


 


[SIGNATURE PAGE TO FOREST COMMITMENT LETTER]


 




     


     


    

 


EXHIBIT A


 


Project Forest Transaction Description


 


Capitalized terms used
but not defined in this Exhibit A shall have the meanings given to them in the Commitment Letter to which this Exhibit
A is attached, including the other Exhibits thereto. In the event any such capitalized term is subject to multiple or differing
definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which
it is used.


 


Microsemi Corporation,
a Delaware corporation (the “Borrower”), intends to acquire (the “Acquisition”)
100% of the capital stock of PMC-Sierra, Inc., a Delaware corporation (the “Target”) pursuant to either
(A) a tender offer by a newly created wholly-owned direct or indirect subsidiary of the Borrower (the “Merger Sub”)
followed by a merger of Merger Sub with and into the Target or (B) a merger of Merger Sub with and into the Target as more fully
described below. In connection therewith, it is intended that:


 


(a)   The
Acquisition will be consummated by means of either (i) the public announcement of your desire to acquire, or the announcement of
a proposed tender offer to acquire, shares of the Target, in each case, followed by an actual tender offer to acquire such shares
without the prior approval and consent of the board of directors and/or stockholders or other equity holders of the Target to acquire
not less than a majority of the outstanding capital stock of the Target (the “Non-Consensual Tender Offer”
or a “Hostile Transaction”) that is made by MergerSub followed by a merger of Merger Sub with and into
the Target or (ii) a tender offer and/or merger by MergerSub pursuant to a negotiated transaction approved by the board directors
and/or stockholders or other equity holders of the Target (a “Negotiated Transaction”) which may follow
the entering into by the Borrower and the Target of a definitive merger/acquisition agreement (any such merger/acquisition agreement,
the “Acquisition Agreement”) which Acquisition Agreement may provide that the Borrower will acquire the
capital stock of the Target either through a tender offer followed by a merger or a merger from the holders of such capital stock
(collectively, the “Seller”) with the Seller receiving consideration consisting of cash and equity in
the Borrower in accordance with the terms of, and subject to adjustment as provided in, the Acquisition Agreement (such consideration
or any other consideration for the capital stock of the Target, the “Acquisition Consideration”).


 


(b)   The
Borrower will obtain $350,000,000 in commitments under the senior secured revolving credit facility described in Exhibit B
to the Commitment Letter (the “Revolving Credit Facility”).


 


(c)    The
Borrower will obtain $375,000,000 in commitments under the senior secured term loan A facility described in Exhibit B to
the Commitment Letter (the “Term Loan A Facility”).


 


(d)   The
Borrower will obtain $2,200,000,000 in commitments under the senior secured term loan B facility described in Exhibit B
to the Commitment Letter (the “Term Loan B Facility” and, together with the Revolving Credit Facility
and the Term Loan A Facility, the “Credit Facilities”).


 


(e)    After
giving effect to the Transactions, all existing third party indebtedness for borrowed money of the Borrower and its subsidiaries
(including, for the avoidance of doubt, the Target and its subsidiaries) (including indebtedness existing under, and all commitments
to extend credit under, the Target’s existing credit facilities, if any), other than (i) the Revolving Credit Facility, (ii)
the Term Loan A Facility, (iii) the Term Loan B Facility, (iv) indebtedness permitted to remain outstanding under the Acquisition
Agreement and (v) existing capital leases, purchase money debt, indebtedness permitted to be outstanding under the Facilities Documentation
and other indebtedness to be agreed upon by the


 




    	 	A-1	 



     

    

 


Borrower and the Lead Arranger,
will be refinanced, repaid or terminated, and all security and guaranties in respect thereof discharged and released (the “Refinancing”).


 


(f)   The
proceeds of (i) cash on hand of the Borrower, (ii) the Term Loan A Facility, (iii) the Term Loan B Facility and (iv) if the Borrower
so elects, the Revolving Credit Facility will be applied to pay (A) the Acquisition Consideration, (B) the fees, costs and expenses
incurred in connection with the Transactions (including upfront fees and original issue discount) (such fees, costs and expenses,
the “Transaction Costs”) and (C) for the Refinancing; provided that, the Revolving Credit Facility
may only be drawn on the Closing Date (x) to fund original issue discount (“OID”) and/or upfront fees
required to be paid pursuant to the “market flex” provisions of the Fee Letter, (y) to pay for part of the Acquisition
Consideration and fund other Transaction Costs, and (z) to backstop or replace or cash collateralize letters of credit outstanding
on the Closing Date under facilities no longer available to the Borrower or its subsidiaries (the foregoing clauses (x), (y) and
(z), “Permitted Closing Date Revolving Extensions of Credit”); provided, further, that
the Borrower shall repay (for the avoidance of doubt, without a permanent reduction of the commitments under the Revolving Credit
Facility) any amount drawn under the Revolving Credit Facility on the Closing Date for the purposes of financing amounts referred
to in clause (y) above (such amount, the “Transaction Costs Revolving Amount”) within 30 days of the
Closing Date in an amount equal to the Transaction Costs Revolving Amount minus $225 million.


 


The transactions described
in clauses (a) through (f) above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions”.


 




    	 	A-2	 



     

    

 


EXHIBIT B


 


Project Forest

Senior Secured Revolving Credit Facility

Senior Secured Term Loan A Facility


Senior Secured Term Loan B Facility

Summary of Principal Terms and Conditions1


 


	Borrower:	Microsemi Corporation.
	 	 
	Transactions:	As set forth in Exhibit A to the Commitment Letter.
	 	 
	Administrative Agent:	Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”) will act as sole and exclusive administrative agent and collateral agent for the Credit Facilities (in such capacity, the “Administrative Agent”) for a syndicate of banks, financial institutions and other entities acceptable to the Borrower (such acceptance not to be unreasonably withheld, delayed or conditioned) and which syndicate shall not include any Disqualified Institutions (together with the Initial Lenders, the “Lenders”).
	 	 
	Lead Arranger and Bookrunner:	Morgan Stanley will act as lead arranger and bookrunner for each of the Credit Facilities (the “Lead Arranger”) and will perform the duties customarily associated with such roles.
	 	 
	Credit Facilities:	
        A senior secured revolving credit facility
        (the “Revolving Credit Facility” and the Lenders with a commitment under the Revolving Credit Facility,
        the “Revolving Lenders”) in an aggregate principal amount of $350,000,000 (the loans thereunder, together
        with (unless the context otherwise requires), the swingline borrowings referred to below, the “Revolving Loans”)
        on the terms and conditions set forth herein.

         

        A senior secured term loan A facility (the
        “Term Loan A Facility”) in an aggregate principal amount of $375,000,000 (the loans thereunder, the “Term
        A Loans”) on the terms and conditions set forth herein.

         

        A senior secured term loan B facility (the
        “Term Loan B Facility”; together with the Term Loan A Facility, the “Term Facilities”)
        in an aggregate principal amount of $2,200,000,000 (the loans thereunder, the “Term B Loans”; together
        with the Term A Loans, the “Term Loans”; and, the Term Loans together with the Revolving Loans, the “Loans”)



 





 






1          All
capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter to which this Term
Sheet is attached, including the Exhibits thereto. In the event any such capitalized term is subject to multiple or differing
definitions, the appropriate meaning thereof in this Exhibit B shall be determined by reference to the context in which
it is used.


  



    	 	B-1	 



     

    

 


	 	on the terms and conditions set forth herein
	 	 
	Purpose:	
        The proceeds of the Term Facilities will be
        used directly or indirectly to finance a portion of the Transactions, including upfront fees and original issue discount, if any.

         

        The letters of credit and proceeds of the Revolving
        Loans will be used by the Borrower and its subsidiaries (a) on the Closing Date, exclusively for Permitted Closing Date Revolving
        Extensions of Credit and (b) after the Closing Date, for working capital and other general corporate purposes, including the financing
        of permitted acquisitions and other permitted investments.

	 	 
	Availability:	
        The Term Loans shall be made in a single drawing
        on the Closing Date. Repayments and prepayments of the Term Loans may not be reborrowed.

         

        Revolving Loans may be borrowed, repaid and
        reborrowed on and after the Closing Date (without premium or penalty) and prior to the maturity date for the Revolving Credit Facility
        in accordance with the terms of the Facilities Documentation.

	 	 
	Swingline Loans:	
        In connection with the Revolving Credit Facility,
        the Administrative Agent (in such capacity, the “Swingline Lender”) will make available, in its sole
        discretion, to the Borrower a swingline facility under which the Borrower may make short-term borrowings upon same-day notice (in
        minimum amounts to be mutually agreed upon and integral multiples to be agreed upon) of up to $25,000,000. Except for purposes
        of calculating the commitment fee described in Annex I hereto, any such swingline borrowings will reduce availability under the
        Revolving Facility on a dollar-for-dollar basis.

         

        Upon notice from the Swingline Lender, the
        Revolving Lenders will be unconditionally obligated to purchase participations in any swingline loan pro rata based upon their
        commitments under the Revolving Facility.

         

        If any Revolving Lender becomes a Defaulting
        Lender (to be defined in a manner consistent with the Documentation Principles), then the swingline exposure of such defaulting
        Revolving Lender will automatically be reallocated among the non-defaulting Revolving Lenders pro rata in accordance with their
        commitments under the Revolving Facility up to an amount such that the revolving credit exposure of such non-defaulting Revolving
        Lender does not exceed its commitments. In the event such reallocation does not fully cover the exposure of such defaulting Revolving
        Lender, the Swingline Lender may require the Borrower to repay such “uncovered” exposure in respect of the swingline
        loans and



 




    	 	B-2	 



     

    

 


	 	will have no obligation to make new swingline loans to the extent such swingline loans would exceed the commitments of non-defaulting Revolving Lenders.
	 	 
	Incremental Facilities:	
        The Facilities Documentation will permit the
        Borrower after the Closing Date to add one or more incremental term loan facilities to the Credit Facilities (each, an “Incremental
        Term Facility”) and/or increase commitments under the Revolving Credit Facility (any such increase, and “Incremental
        Revolving Increase”; together with the Incremental Term Facilities, and collectively referred to as the “Incremental
        Facilities”) in an aggregate amount (the “Available Incremental Amount”) of up to (a) an
        amount equal to $300.0 million, plus (b) an amount equal to all voluntary prepayments of Term Loans and voluntary prepayments
        of Revolving Loans to the extent accompanied by a permanent reduction in the commitments thereof (in each case, to the extent not
        financed with the proceeds from the incurrence of long-term indebtedness), plus (c) an unlimited amount, so long as after
        giving effect to the borrowings under such Incremental Facility on the effective date thereof on a pro forma basis (as defined
        below), the Consolidated Net Leverage Ratio is equal to or less than 3.00:1.00 (assuming that any Incremental Revolving Increase
        is fully drawn and it being understood that cash proceeds of any such Incremental Facility shall not be netted for the purpose
        of testing such Consolidated Net Leverage Ratio).

         

        The availability of the Incremental Facilities
        shall be subject solely to the following terms and conditions: (a) no existing Lender shall be required to participate in any such
        Incremental Facility without its consent; (b) no default or event of default under the Credit Facilities shall have occurred and
        be continuing or would exist immediately after giving effect thereto (except in connection with permitted acquisitions or investments,
        which shall be subject to no payment or bankruptcy event of default under the Credit Facilities); (c) such Incremental Facility
        may, at the discretion of the Borrower, (i) rank pari passu in right of payment with the Credit Facilities, (ii) be
        subordinated in right of payment to the Credit Facilities, (iii) be secured on a pari passu basis with the Credit Facilities,
        (iv) be secured on a junior lien basis to the Credit Facilities or (v) be unsecured; provided that if subordinated
        or secured on a junior lien basis (except to the extent incurred under the Facilities Documentation (as defined below)), any intercreditor
        or lien subordination arrangements shall be reasonably satisfactory to the Administrative Agent, and if secured on an equal basis
        with the Credit Facilities, such Incremental Facilities shall be on terms and pursuant to documentation applicable to the Credit
        Facilities; (d) the maturity date of any such Incremental Term Facility shall be



 




    	 	B-3	 



     

    

 


	 	no earlier than the then latest maturity date of the Term Facilities or, if the Incremental Term Facility is structured as a “Term A” facility, the latest maturity date of the Term Loan A Facility; (e) the weighted average life to maturity of any such Incremental Term Facility shall be no shorter than the then remaining weighted average life to maturity of the Term Loans or, if the Incremental Term Facility is structured as a “Term A” facility, the then remaining weighted average life to maturity of the Term Loan A Facility; (f) in the case of an Incremental Revolving Increase, the maturity date of such Incremental Revolving Increase shall be the same as the maturity date of the Revolving Credit Facility, such Incremental Revolving Increase shall require no scheduled amortization of mandatory commitment reduction prior to the final maturity of the Revolving Credit Facility and the Incremental Revolving Increase shall be on the same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility, (g) subject to clauses (d) and (e) above, the amortization schedules applicable to any such Incremental Term Facility shall be as determined by the Borrower and the lenders thereunder; (h) the representations and warranties in the Facilities Documentation shall be true and correct in all material respects immediately after giving effect to the incurrence of such Incremental Term Facility, subject to “SunGard” provisions substantially identical to the Certain Funds Provisions to the extent the proceeds of such Incremental Facility are used to finance, in whole or in part, permitted acquisitions or investments; (i) any fees payable in connection with such Incremental Facility shall be determined by the Borrower and the arrangers and/or lenders providing such Incremental Facility; (j) such Incremental Term Facility may provide for the ability to participate on a pro rata basis or less than pro rata basis in any voluntary or mandatory prepayments of the Term Loans; (k) during the period commencing on the Closing Date and ending on the date that is 12 months after the Closing Date only, the interest rate, upfront fees and original issue discount for any term loans under such Incremental Term Facility shall be as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that in the event that the yield on such Incremental Term Facility (taking into account interest margins, minimum Adjusted LIBOR (as defined in Annex I to Exhibit B), minimum ABR, upfront fees and OID on such term loans, with upfront fees and OID being equated to interest margins based on an assumed four year life to maturity, but exclusive of any arrangement, syndication, structuring, commitment or other fees payable in connection therewith) (the “Incremental Yield”) (other than any Incremental Term Facility that is unsecured, subordinated or secured on a junior-lien basis) exceeds the yield on the Term


 




    	 	B-4	 



     

    

 


	 	
        Loan B Facility or, if the Incremental Term
        Facility is structured as a “Term A” facility, the Term Loan A Facility (determined as provided above), by more than
        0.50% per annum, then the interest margins for the Term B Loans and/or the Term A Loans, as applicable, shall automatically be
        increased to a level such that the yield on the Term B Loans and/or the Term A Loans, as applicable, shall be 0.50% below the Incremental
        Yield (it being agreed that any increase in yield to any existing facility required due to the application of an Adjusted LIBOR
        or ABR “floor” on any Incremental Term Facility shall be effected solely through an increase therein (or implementation
        thereof, as applicable); and (l) except as otherwise provided above, all other terms of such Incremental Term Facility, if not
        consistent with the terms of the existing Term Facilities, will be as agreed between the Borrower and the lenders providing such
        Incremental Term Facilities, with such other terms not consistent with the existing Term Facilities to be reasonably satisfactory
        to the Administrative Agent.

         

        The Borrower may seek commitments in respect
        of the Incremental Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its
        sole discretion) and additional banks, financial institutions and other institutional lenders or investors who will become Lenders
        in connection therewith; provided that the consent of the Administrative Agent, the Swing Line Lender and the Issuing Banks
        (not to be unreasonably withheld, delayed or conditioned) shall be required with respect to any such additional lender if such
        consent would be required under the caption “Assignments and Participations” for an assignment to such additional lender.

         

        The proceeds of the Incremental Facilities
        will be used for general corporate purposes of the Borrower and its subsidiaries (including for capital expenditures, acquisitions,
        restricted payments, refinancing of Indebtedness and any other transaction not prohibited by the Facilities Documentation). The
        Facilities Documentation shall be amended to give effect to any Incremental Facility by documentation executed by the Lenders making
        the commitments with respect thereto, the Administrative Agent and the Borrower and without the consent of any other existing Lender.
        The Facilities Documentation will also permit amendments thereof with the consent of only the Administrative Agent and the Borrower
        to permit extensions of credit under the Incremental Facilities and the accrued interest and fees in respect thereof to share in
        the benefits of the Facilities Documentation and to include the Lenders holding such facilities in the definition of Required Lenders
        and Majority Facility Lenders.



 




    	 	B-5	 



     

    

 


	 	In addition, the Borrower may, in lieu of adding Incremental Term Facilities, utilize any part of the Available Incremental Amount at any time by issuing or incurring Incremental Equivalent Term Debt, subject to customary terms and conditions (such as customary intercreditor documentation reasonably acceptable to the Administrative Agent, if applicable).
	 	 
	 	“Incremental Equivalent Term Debt” means Indebtedness in an amount not to exceed the then Available Incremental Amount consisting of the issuance of senior secured or junior lien notes, subordinated notes or senior unsecured notes, in each case issued in a public offering, Rule 144A or other private placement or bridge facility in lieu of the foregoing, or secured or unsecured “mezzanine” debt, in each case on customary terms and conditions; provided that (a) such Incremental Equivalent Term Debt shall not be subject to the requirement set forth in clause (h) or the proviso of clause (k) of the second paragraph in this “Incremental Facilities” section, (b) the maturity date of such Incremental Equivalent Term Debt shall be no earlier than the maturity date of the Term Facilities and (c) the weighted average life to maturity of such Incremental Equivalent Term Debt shall be no shorter than the remaining average life to maturity of the Term Facilities.
	 	 
	Refinancing Facilities:	The Facilities Documentation will permit the Borrower to refinance loans under the Term Facilities and any Incremental Term Facility or commitments under the Revolving Credit Facility from time to time, in whole or in part, with (a) one or more new term facilities (each, a “Refinancing Facility”) under the Facilities Documentation with the consent of the Borrower, the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and the entities providing Refinancing Facility, (b) other than in the case of the Revolving Credit Facility, one or more series of senior unsecured notes or loans, (c) other than in the case of the Revolving Credit Facility, one or more series of senior secured notes or loans that will be secured by the Collateral on a pari passu basis with the Credit Facilities, or (d) other than in the case of the Revolving Credit Facility, one or more series of junior lien senior secured notes or loans that will be secured on a subordinated basis to the Credit Facilities, which will be subject to customary intercreditor and/or subordination arrangements reasonably satisfactory to the Administrative Agent and the Borrower (any such notes or loans, “Term Refinancing Notes”), subject, in each case, solely to the following terms and conditions: (i) any such Refinancing Facility or Term Refinancing Notes shall not mature prior to the maturity date of, or have a shorter weighted average life to


 




    	 	B-6	 



     

    

 


	 	maturity than, the loans under the applicable Credit  Facility or Incremental Facility being refinanced; (ii) any Refinancing Facility or Term Refinancing Notes shall not be guaranteed by any person that is not a Guarantor (as defined below); and (iii) to the extent secured, any Refinancing Facility or Term Refinancing Notes shall not be secured by any assets that do not constitute Collateral; (iv) the other terms and conditions of such Refinancing Facility or Term Refinancing Notes (excluding pricing and optional prepayment or redemption terms) shall be substantially identical to, or not materially more favorable (taken as a whole) to the lenders providing such Refinancing Facility or Term Refinancing Notes, as applicable, than those applicable to the Facility or Incremental Facility being refinanced are to the Lenders (except for covenants or other provisions applicable only to periods after the latest final maturity date of the Term Facilities or Incremental Facility existing at the time of such refinancing).
	 	 
	Letters of Credit:	
        An aggregate amount to be agreed of the Revolving
        Credit Facility will be available to the Borrower and its subsidiaries for the purpose of issuing letters of credit. Letters of
        credit under the Revolving Facility will be issued by the Administrative Agent up to $50,000,000 (it being understood that the
        Administrative Agent shall only issue standby letters of credit) and/or Lenders reasonably acceptable to the Borrower and the Administrative
        Agent (such consent not to be unreasonably withheld or delayed) who agree to issue letters of credit (each an “Issuing
        Bank”)); provided that, no Issuing Bank shall be obligated to issue any letters of credit or fund participations
        in the reimbursement obligations of such letters of credit in an aggregate amount exceeding such Issuing Bank’s unused commitment
        under the Revolving Credit Facility on a pro rata basis. Each letter of credit shall expire not later than the earlier of (a) 12
        months after its date of issuance or such longer period as may be agreed by the applicable Issuing Bank and (b) the third
        business day prior to the final maturity of the Revolving Facility; provided that any letter of credit may provide for renewal
        thereof for additional periods of up to 12 months or such longer period as may be agreed by the applicable Issuing Bank (which
        in no event shall extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped
        pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). The face amount of any outstanding letter of credit
        (and, without duplication, any unpaid drawing in respect thereof) will reduce availability under the Revolving Facility on a dollar-for-dollar
        basis.

         

        Drawings under any letter of credit shall be
        reimbursed by the Borrower (whether with its own funds or with the proceeds of loans under the Revolving Facility) within one business
        day



 




    	 	B-7	 



     

    

 


	 	
        after notice of such drawing is received by
        the Borrower from the relevant Issuing Bank. The Revolving Lenders will be irrevocably and unconditionally obligated to acquire
        participations in each letter of credit, pro rata in accordance with their commitments under the Revolving Facility, and to fund
        such participations in the event the Borrower does not reimburse an Issuing Bank for drawings within the time period specified
        above.

         

        If any Revolving Lender becomes a Defaulting
        Lender, then the letter of credit exposure of such defaulting Revolving Lender will automatically be reallocated among the non-defaulting
        Revolving Lenders pro rata in accordance with their commitments under the Revolving Facility up to an amount such that the revolving
        credit exposure of such non-defaulting Revolving Lender does not exceed its commitments. In the event that such reallocation does
        not fully cover the exposure of such defaulting Revolving Lender, the applicable Issuing Bank may require the Borrower to cash
        collateralize such “uncovered” exposure in respect of each outstanding letter of credit and will have no obligation
        to issue new letters of credit, or to extend, renew or amend existing letters of credit to the extent the letter of credit exposure
        would exceed the commitments of the non-defaulting Revolving Lenders, unless such “uncovered” exposure is cash collateralized
        to such Issuing Bank’s reasonable satisfaction.

	 	 
	Interest Rate and Fees:	As set forth in Annex I to this Exhibit B.
	 	 
	Default Rate:	Upon the occurrence and during the continuance of (i) a principal payment or bankruptcy-related Event of Default, or (ii) any other payment Event of Default, at the election of Required Lenders, overdue principal shall bear interest at the applicable interest rate plus 2.0% per annum, and any other overdue interest and fees shall bear interest at the interest rate applicable to ABR loans (as defined in Annex I to this Exhibit B) plus 2.0% per annum, and in each case, shall be payable on demand and shall begin to accrue from the date of such Event of Default.
	 	 
	Final Maturity and Amortization:	The Term A Loans will mature on the date that is five years after the Closing Date (the “Term Loan A Maturity Date”); provided that the Facilities Documentation shall provide the right for individual Lenders to agree to extend the maturity date of their outstanding Term A Loans upon the request of the Borrower and without the consent of any other Lender (subject to customary terms and conditions).  The Term A Loans shall be payable in equal quarterly installments in an aggregate annual amount equal to (x) in respect of each of the first two years following the Closing Date, 5.0% of the original principal amount to the Term Loan A Facility and (y)


 




    	 	B-8	 



     

    

 


	 	
        in respect of each of the third, fourth and
        fifth year following the Closing Date, 10.0% of the original principal amount of the Term Loan A Facility with the balance payable
        on the Term Loan A Maturity Date; provided that if the Term Loan A Maturity Date for individual Lenders is extended beyond the
        fifth anniversary of the Closing Date, such extended Term A Loans shall be subject to amortization as agreed by the Borrower and
        such extending Lenders.

         

        The Term B Loans will mature on the date that
        is seven years after the Closing Date (the “Term Loan B Maturity Date”); provided that the Facilities
        Documentation shall provide the right for individual Lenders to agree to extend the maturity date of their outstanding Term B Loans
        upon the request of the Borrower and without the consent of any other Lender (subject to customary terms and conditions). The Term
        B Loans shall be payable in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal
        amount of the Term Loan B Facility with the balance payable on the Term Loan B Maturity Date; provided that if the Term Loan B
        Maturity Date for individual Lenders is extended beyond the seventh anniversary of the Closing Date, such extended Term B Loans
        shall be subject to amortization as agreed by the Borrower and such extending Lenders.

         

        The Revolving Credit Facility will mature,
        and commitments thereunder will terminate, on the Term Loan A Maturity Date; provided that the Facilities Documentation
        shall provide the right for individual Revolving Lenders to agree to extend the maturity date of all or a portion of their Revolving
        Credit Facility commitments upon the request of the Borrower and without the consent of any other Revolving Lender (subject to
        customary terms and conditions).

	 	 
	Guarantees:	Subject to the Certain Funds Provisions, all obligations of the Borrower under the Credit Facilities and under any interest rate protection or other swap or hedging arrangements (other than any obligation of any Guarantor to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (a “Swap”), if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof)), or cash management arrangements entered into with a Lender, the Administrative Agent or any person that at the time such arrangements were entered into was an affiliate of a Lender or


 




    	 	B-9	 



     

    

 


	 	the Administrative Agent (“Hedging/Cash Management Arrangements”) will be unconditionally guaranteed jointly and severally on a senior secured basis by, subject to certain exceptions, each existing and subsequently acquired or organized direct or indirect wholly owned subsidiary of the Borrower organized under the laws of the United States or any state thereof (the “Guarantors”); provided that Guarantors shall not include, (a)  immaterial subsidiaries (to be defined as set forth in the Existing Credit Agreement with such changes as may be mutually agreed consistent with the Documentation Principles), (b) any subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date or at the time of acquisition thereof after the Closing Date, in each case, from guaranteeing the Credit Facilities or which would require governmental (including regulatory) consent, approval, license or authorization to provide a bank guarantee unless such consent, approval, license or authorization has been received, (c) not-for-profit subsidiaries, if any, (d) any non-United States subsidiary for which the providing of a bank guarantee could reasonably be expected to result in any violation or breach of, or conflict with, fiduciary duties of such subsidiary’s officers, directors or managers, (e) any foreign subsidiary that is a controlled foreign corporation within the meaning of Section 957 of the Internal Revenue Code, as amended (a “CFC”), (f) any direct or indirect subsidiary of a CFC, (g) any direct or indirect subsidiary of the Borrower or a Guarantor that owns no material assets other than equity interests in one or more subsidiaries that are CFCs (a “CFC Holdco”) or another CFC Holdco, (h) certain special purpose entities, (i) any subsidiary acquired pursuant to an acquisition permitted under the Facilities Documentation financed with secured Indebtedness permitted to be incurred pursuant to the Facilities Documentation as assumed Indebtedness (and not incurred in contemplation of such acquisition) and any subsidiary thereof that guarantees such Indebtedness, in each case to the extent such secured Indebtedness prohibits such subsidiary from becoming a Guarantor) and subject to a cap to be agreed and (j) certain other subsidiaries as set forth in the Facilities Documentation to be agreed.
	 	 
	Security:	Subject to the limitations set forth below and subject to the Certain Funds Provisions, the obligations of the Borrower and the Guarantors in respect of the Credit Facilities and the Hedging/Cash Management Arrangements shall be secured by (a) a perfected pledge of the equity securities of each Guarantor and of each direct, subsidiary of the Borrower, and of each subsidiary Guarantor (which pledge, (i) in the case of voting equity interests in any CFC or any CFC Holdco, shall be limited to 65% of the voting equity interests in such


 




    	 	B-10	 



     

    

 


	 	
        subsidiary and (ii) shall not extend to any
        equity interest in any direct or indirect subsidiary of a CFC) (provided that except as set forth below, any such pledge
        of the equity securities of a subsidiary (other than Guarantor) organized under laws other than the United States or any state
        thereof shall not be required to be perfected under the laws of their jurisdiction of organization), and (b) perfected security
        interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property
        of the Borrower and each subsidiary Guarantor (including but not limited to accounts receivable, inventory, equipment, general
        intangibles (including contract rights), investment property, intellectual property, material intercompany notes and proceeds of
        the foregoing) (the items described in clauses (a) and (b) above, but excluding the Excluded Assets (as defined below), collectively,
        the “Collateral”).

         

        Notwithstanding anything to the contrary, the
        Collateral shall exclude the following: (i) any fee-owned real property with a fair market value of less than $10,000,000
        (with all required mortgages being permitted to be delivered post-closing) and all real property leasehold interests (including
        requirements to deliver landlord lien waivers, estoppels and collateral access letters); (ii) motor vehicles and other assets
        subject to certificates of title to the extent a lien thereon cannot be perfected by filing a UCC financing statement; (iii) pledges
        and security interests prohibited by applicable law, rule or regulation; (iv) equity interests in any person other than wholly
        owned subsidiaries to the extent not permitted by the terms of such person’s organizational or joint venture documents; (v)
        any lease, license or other agreement or any property subject to a purchase money security interest or similar arrangement to the
        extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money
        arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor) (in each
        case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of
        the Uniform Commercial Code other than proceeds and receivables thereof, the assignment of which is expressly deemed effective
        under the Uniform Commercial Code notwithstanding such prohibition); (vi) those assets as to which the Administrative Agent
        and the Borrower reasonably agree that the cost of obtaining such a security interest or perfection thereof are excessive in relation
        to the benefit to the Lenders of the security to be afforded thereby; (vii) any governmental licenses or state or local franchises,
        charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited
        or



 




    	 	B-11	 



     

    

   


	 	
        restricted thereby (in each case,
except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of the
Uniform Commercial Code other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under
the Uniform Commercial Code notwithstanding such prohibition); (viii) “intent-to-use” trademark applications; (ix)
other customary exclusions under applicable local law or in applicable local jurisdiction as mutually agreed by the Administrative
Agent and the Borrower; (x) margin stock; (xi) any voting equity interests of a CFC or any CFC Holdco in excess of 65% of such
equity interests; (xii) assets to the extent a security interest in such assets would result in material adverse tax consequences
or material adverse regulatory consequences, in each case, as reasonably determined by the Borrower and notified to the Administrative
Agent; and (xiii) other exceptions to be mutually agreed upon (the foregoing described in clauses (i) through (xiii)
are, collectively, the “Excluded Assets”). In addition, in no event shall (a) control agreements or
control or similar arrangements be required with respect to deposit or securities accounts, (b) notices be required to be sent
to account debtors or other contractual third-parties prior to the occurrence and during the continuance of an event of default
or (c) perfection (except to the extent perfected through the filing of Uniform Commercial Code financing statements) be required
with respect to letter of credit rights and commercial tort claims. 

        All the above-described pledges, security
        interests and mortgages shall be created on terms to be set forth in the Facilities Documentation; and none of the Collateral shall
        be subject to other pledges, security interests or mortgages (except permitted liens and other exceptions and baskets to be set
        forth in the Facilities Documentation).

	 	 
	Mandatory Prepayments:	The Term B Loans shall be prepaid, on a ratable basis, with, commencing with the 2017 fiscal year, 50% of Excess Cash Flow (to be defined in a manner consistent with the Existing Credit Agreement except as provided below or as mutually agreed), stepping down to 0% upon achievement of a Consolidated Net Leverage Ratio equal to or less than 3.00:1.00; provided that, for any fiscal year, (x) any voluntary prepayments of loans under the Term Facilities (or any Incremental Term Facility) and Revolving Credit Facility (to the extent commitments thereunder are permanently reduced by the amount of such prepayments)  or open market or dutch auction repurchases of Term Loans to the extent of the cash payments made in connection therewith, made during such fiscal year or, without giving duplicative effect, after year-end


 




    	 	B-12	 



     

    

 


	 	
        and prior to the time such Excess Cash
        Flow prepayment is due, other than prepayments funded with the proceeds of incurrences of long term Indebtedness, issuances of
        equity and non-ordinary course asset sales and insurance and condemnation proceeds, shall be credited against Excess Cash Flow
        prepayment obligations on a dollar-for-dollar basis for such fiscal year (without duplication of any such credit in any prior or
        subsequent fiscal year) and (y) Excess Cash Flow shall be reduced for, among other things, cash used for capital expenditures,
        certain permitted investments, permitted acquisitions and certain restricted payments to be agreed, in each case, to the extent
        financed with internally generated funds made during such fiscal year.

         

        The Loans shall be prepaid with:

         

        (a)      100%
        of the net cash proceeds of all non-ordinary course asset sales by the Borrower and its subsidiaries (including insurance and condemnation
        proceeds, but with exceptions for ordinary course dispositions, dispositions of obsolete or worn-out property and property no longer
        useful in the business, and other exceptions consistent with the Documentation Principles) subject to thresholds to be mutually
        agreed and the right of the Borrower to reinvest 100% of such proceeds, if such proceeds are reinvested (or committed to be reinvested)
        within 12 months and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days after
        the expiration of such 12-month period; and

         

        (b)      100%
        of the net cash proceeds of issuances of debt obligations of the Borrower and its subsidiaries after the Closing Date (other than
        debt permitted under the Facilities Documentation (excluding the proceeds of any Refinancing Facility or Term Refinancing Notes)).

         

        Mandatory prepayments shall be applied,
        without premium or penalty, subject to reimbursement of the Lenders’ usual and customary breakage costs (excluding loss of
        profit), in the case of a prepayment of Adjusted LIBOR borrowings other than on the last day of the relevant interest period, (x)
        in the case of an Excess Cash Flow prepayment, to the Term B Loans pro rata to the remaining scheduled amortization payments
        under the Term Loan B Facility (including any Incremental Term Facility) and (y) in the case of any other mandatory prepayment,
        first, ratably to the Term A Loans and the Term B Loans, in each case pro rata to the remaining scheduled amortization payments
        under such Term Facility



 




    	 	B-13	 



     

    

 


	 	
        (including any Incremental Term Facility),
        then, ratably to the Revolving Loans (without any permanent reduction of the commitments under the Revolving Credit Facility).

         

        Any Lender may elect not to accept its
        pro rata portion of any mandatory prepayment other than a mandatory prepayment with proceeds of any Refinancing Facility
        or other indebtedness permitted under the Facilities Documentation that is incurred for the purpose of refinancing Loans (each,
        a “Declining Lender”). Any prepayment amount declined by a Declining Lender may be retained by the Borrower.

         

        Prepayments from subsidiaries’ Excess
        Cash Flow and asset sale proceeds will be limited under the Facilities Documentation to the extent such prepayments (including
        the repatriation of cash in connection therewith) would (a) be prohibited or delayed by applicable law or (b) result in material
        adverse tax consequences.

	 	 
	Voluntary Prepayments:	
        Voluntary prepayments of loans under the
        Revolving Credit Facility, Term Facilities and any Incremental Term Facilities will be permitted at any time, in minimum principal
        amounts to be mutually agreed upon, without premium or penalty, subject to reimbursement of the Lenders’ usual and customary
        breakage costs actually incurred (excluding loss of profit) in the case of a prepayment of Adjusted LIBOR borrowings other than
        on the last day of the relevant interest period.

         

        All voluntary prepayments of loans under
        the Term Facilities will be applied as directed by the Borrower (and absent such direction, in direct order of maturity thereof).

         

        In the event that a Repricing Event (as
        defined below) occurs on or prior to the date that is six months after the Closing Date, a 1.00% prepayment premium shall be paid
        on the principal amount of Term B Loans prepaid, repaid, assigned or subject to an amendment.

         

        "Repricing Event"
        shall mean (i) any prepayment or repayment of Term B Loans, in whole or in part, with the proceeds of, or conversion of any portion
        of any tranche of Term B Loans into, any new or replacement tranche of syndicated term loans under credit facilities bearing interest
        with an all-in yield less than the all-in yield applicable to such portion of the Term B Loans (as such comparative yields are
        determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (ii)
        any amendment to the Term Loan B Facility which reduces the all-in yield applicable to the Term B Loans, but excluding, in any
        such case, any new or replacement syndicated term loans incurred in connection with a change of control, initial public offering
        or a transformative acquisition.



 




    	 	B-14	 



     

    

 


	 	If on or prior to the date that is six months after the Closing Date any Lender is forced to assign its loans under the First Term Loan B Facility following the failure of such Lender to consent to an amendment of the definitive documentation for the Term Loan B Facility that would have the effect of reducing the all-in yield applicable to such loans, such Lender shall be paid a 1.00% fee on the principal amount of the Term B Loans so assigned.
	 	 
	Facilities Documentation:	
        The definitive documentation for the Credit
        Facilities (the “Facilities Documentation”) shall be subject to the Documentation Principles.

         

        Notwithstanding anything to the contrary
        in the Commitment Letter, all leases of the Borrower and its subsidiaries that would be treated as operating leases for purposes
        of GAAP as in effect on the date hereof shall continue to be accounted for as operating leases for purposes of the Facilities Documentation,
        regardless of any change to GAAP following such date that would otherwise require such leases to be treated as capital leases.

         

        Consolidated total assets and financial
        ratios will be calculated on a pro forma basis.

         

        The representations and warranties, covenants
        and events of default contained in the Facilities Documentation shall consist solely of the provisions described below, in each
        case, applicable to the Borrower and the Borrower’s subsidiaries.

         

	Representations and Warranties:	Consistent with the Documentation Principles and limited to the following (to be applicable to the Borrower and its  subsidiaries only and subject, in each case, to materiality thresholds, baskets and other exceptions and qualifications to be agreed upon): organizational status and good standing; power and authority, execution, delivery and enforceability of Facilities Documentation; with respect to Facilities Documentation, no violation of, or conflict with, law, organizational documents or material agreements; compliance with law (including PATRIOT Act); no litigation that could reasonably be expected to have a Material Adverse Effect (to be defined in a manner mutually agreed which shall in no event be less favorable to the Borrower than the Existing Credit Agreement definition); margin regulations; investment company act; material governmental approvals; after the Closing Date, no material adverse change since the date of the most recent audited financial statements delivered prior to the Closing Date; materially accurate and complete disclosure in all material respects; insurance; taxes; ERISA; equity interest and ownership of subsidiaries; intellectual property; environmental laws; use of proceeds; ownership of properties;


 




    	 	B-15	 



     

    

 


	 	subject to the Certain Funds Provisions and the restrictions described under the caption “Security”, creation, validity and perfection of liens and other security interests; consolidated Closing Date solvency of the Borrower and its subsidiaries; and Patriot Act, OFAC, FCPA and anti-money laundering laws.
	 	 
	Conditions to Initial Borrowing:	The availability of the borrowing and other extensions of credit under the Credit Facilities on the Closing Date will be subject solely to the applicable conditions set forth in Section 6 (including by reference to Exhibit C) of the Commitment Letter and, subject to the Certain Funds Provisions, clause (a) below under “Conditions to All Borrowings”.
	 	 
	Conditions
    to All Borrowings:	
        The making of each extension of credit
        under the Credit Facilities shall be conditioned upon (a) subject to the Certain Funds Provisions (in the case of an extension
        of credit on the Closing Date), delivery of a customary borrowing notice, (b) after the Closing Date, the accuracy of representations
        and warranties in all material respects and (c) after the Closing Date, the absence of defaults or events of defaults at the time
        of, and after giving effect to the making of, such extension of credit.

         

	Affirmative Covenants:	Consistent with the Documentation Principles and limited to the following (to be applicable to the Borrower and its subsidiaries only and subject, in each case, to materiality thresholds, baskets and other exceptions and qualifications to be agreed upon): delivery of annual audited and quarterly unaudited consolidated financial statements (limited, in the case of quarterly financial statements, to the first three fiscal quarters of a fiscal year only), and, in the case of the annual financial statements, an opinion of an independent accounting firm (which opinion shall not be subject to any “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception resulting solely from (x) an upcoming maturity date under the Credit Facilities occurring within one year from the time such opinion is delivered or (y) or any prospective or actual default of any financial covenant under the Facilities Documentation)); annual budget reports (with delivery time periods to be consistent with the delivery requirements for the audited financial statements); notices of knowledge of events of default, ERISA events and litigation that could reasonably be expected to result in a Material Adverse Effect; commercially reasonable efforts to maintain public ratings; maintenance of property (subject to casualty, condemnation and normal wear and tear) and customary insurance; visitation rights; maintenance of existence; maintenance of books and records; payment of taxes; compliance with laws and 


 




    	 	B-16	 



     

    

 


	 	regulations (including ERISA, environmental and PATRIOT Act); OFAC, FCPA and anti-money laundering laws; additional Guarantors and Collateral (subject to limitations set forth under the caption “Security”); use of proceeds; annual lender calls and, at the reasonable request of the Administrative Agent, quarterly lender calls; and further assurances on collateral matters.
	 	 
	Negative Covenants:	
        Consistent with the Documentation Principles
        and limited to the following (except as otherwise expressly indicated, to be applicable to the Borrower and its subsidiaries):

         

        Indebtedness. The Borrower shall
        not, nor shall it permit any of its subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become
        or remain directly or indirectly liable with respect to any Indebtedness, except:

         

        1.    obligations
        under the Credit Facilities, any Incremental Facilities, and Refinancing Facilities (and Term Refinancing Notes);

         

        2.    obligations
        under Incremental Equivalent Debt;

         

        3.    intercompany
        Indebtedness among the Borrower and its wholly-owned subsidiaries, and (ii) intercompany Indebtedness owing by any non-wholly-owned
        subsidiary that is not a Guarantor to the Borrower or another Guarantor (together with investments in non-Guarantor non-wholly-owned
        subsidiaries permitted under “Investments” below (considered without double-counting)) to an aggregate amount not to
        exceed, in the case of this clause (ii), $175.0 million;

         

        4.    any
        Indebtedness permitted to survive after the Closing Date under the terms of the Acquisition Agreement;

         

        5.    Indebtedness
        with respect to capital leases and purchase money Indebtedness in an aggregate amount not to exceed $75.0 million at any time;

         

        6.    Indebtedness
        of a person existing at the time such person became a subsidiary of the Borrower or any Guarantor in an aggregate principal amount
        not to exceed $100.0 million;

         

        7.    Junior
        Indebtedness so long as, on a pro forma basis after giving effect to such incurrence, the Borrower would be in compliance
        with the Financial Covenants;



 




    	 	B-17	 



     

    

 


	 	
        8.    Indebtedness
        of foreign subsidiaries of the Borrower in an aggregate amount not to exceed $100.0 million at any time;

         

        9.    Indebtedness
        in an aggregate amount not to exceed $100.0 million at any time; and

         

        10. other
        customary exceptions and exceptions consistent with the Documentation Principles.

         

        Liens. The Borrower shall not, nor
        shall it permit any of its subsidiaries to, directly or indirectly, create, incur or assume any lien on or with respect to any
        of its properties or assets except:

         

        1.    liens
        securing the Credit Facilities, any Incremental Facilities, Refinancing Facilities and Indebtedness of the Borrower and its subsidiaries
        permitted under the Acquisition Agreement to remain outstanding after the Closing Date;

         

        2.    liens
        securing Incremental Equivalent Debt;

         

        3.    liens
        securing Indebtedness described in clauses 5, 6 and 7 under the caption “Indebtedness” above subject to terms and conditions
        consistent with the Existing Credit Agreement or as mutually agreed;

         

        4.    liens
        on assets of foreign subsidiaries of the Borrower to the extent the Indebtedness secured thereby is permitted and does not exceed
        $100.0 million in the aggregate at any time;

         

        5.    liens
        not otherwise permitted so long as the aggregate amount secured thereby does not exceed $100.0 million at any time; and

         

        6.    other
        customary permitted liens consistent with the Documentation Principles.

         

        Dispositions. The Borrower shall
        not, nor shall it permit any of its subsidiaries to, sell, transfer or otherwise dispose of all or any part of its business, assets
        or property, except:

         

        1.    dispositions
        not to exceed the greater of (i) 25% of the consolidated total assets of the Borrower in the aggregate for any fiscal year of the
        Borrower and (ii) $10.0 million in any fiscal year of the Borrower, so long as at least 75% of the consideration is in the form
        of cash or cash equivalents or exchanged for



 




    	 	B-18	 



     

    

 


	 	
        other useful
        assets;

         

        2.    dispositions
        of real property owned in fee for fair market value not to exceed $25.0 million in the aggregate for all such dispositions; and

         

        3.    other
        customary exceptions and exceptions consistent with the Documentation Principles.

         

        Investments. The Borrower shall
        not, nor shall it permit any of its subsidiaries to, directly or indirectly, make or own any investment in any other person, except:

         

        1.   (i) intercompany investments among the Borrower and its wholly-owned subsidiaries (including intercompany loans), and (ii) intercompany
        investments by the Borrower or any Guarantor in any non-wholly-owned subsidiary that is not a Guarantor, in an aggregate amount
        not to exceed, in the case of this clause (ii), $175.0 million at any time (together with intercompany Indebtedness of non-Guarantor
        non-wholly owned subsidiaries permitted under “Indebtedness” above (considered without double-counting);

         

        2.    loans
        and advances to officers, directors, employees and consultants of the Borrower (or any direct or indirect parent thereof) and its
        subsidiaries in an aggregate amount not to exceed $5.0 million at any time;

         

        3.    acquisitions
        (“Permitted Acquisitions”); provided that (a) no event of default has occurred and is continuing
        immediately before any such acquisition or investment or would result immediately after giving effect to such acquisition or investment,
        (b) on a pro forma basis after giving effect to such acquisition, the Borrower would be in compliance with the Financial
        Covenants and (c) with respect to the acquisitions of entities that do not become Guarantors, the total consideration paid will
        respect to such entities (exclusive of consideration consisting of common stock of the Borrower or the Available Amount) shall
        not exceed (i) $450 million plus (ii) an unlimited amount so long as the Consolidated Net Leverage Ratio is less than or equal
        to 3.00:1.00; provided, further, that clause (c) of this proviso shall not apply to acquisitions where the target is a domestic
        entity who becomes a Guarantor and where the subsidiaries of such target who do not become Guarantors together with their assets
        do not comprise a substantial portion



 




    	 	B-19	 



     

    

 


	 	
        of the assets of such target
        and its subsidiaries taken as a whole as further set forth in the Facilities Documentation;

         

        4.    investments
        in cash and cash equivalents;

         

        5.    so
        long as no event of default has occurred and is continuing, additional investments out of the Available Amount Basket (as defined
        below);

         

        6.    so
        long as no event of default has occurred and is continuing and the Consolidated Net Leverage Ratio is less than or greater than
        3.00:1.00, additional investments;

         

        7.    additional
        investments in an aggregate amount (valued at cost, if applicable) not to exceed $50,000,000 at any time outstanding; and

         

        8.    other
        customary exceptions and exceptions consistent with the Documentation Principles.

         

        In addition, the Borrower shall
        be permitted to designate unrestricted subsidiaries in an aggregate amount to be mutually agreed. Notwithstanding anything herein
        to the contrary, the provisions of the Facilities Documentation shall be revised as customary to include the concept of unrestricted
        subsidiaries and exclude unrestricted subsidiaries from the covenant package as shall be mutually agreed.

         

        Restricted Payments. The Borrower
        shall not, nor shall it permit any of its subsidiaries to, pay any dividends or distributions on, or redemptions of, the Borrower’s
        or such subsidiary’s equity, except:

         

        1.    restricted
        payments to pay cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other
        securities convertible into or exchangeable for equity interests of the Borrower;

         

        2.    restricted
        payments consisting of the cashless exercise of options and warrants of the equity interests of Borrower or any of its subsidiaries;

         

        3.   (i)
        restricted payments by the Borrower to (i) purchase capital stock from present or former officers, directors, employees or consultants
        of the Borrower or any of its subsidiaries upon the death, disability or



 




    	 	B-20	 



     

    

 


	 	
        termination of employment or
        services of such individual, and (ii) redeem or otherwise acquire capital stock from the employees, officers, directors and consultants
        of the Borrower or any of its subsidiaries by net exercise, net withholding or otherwise, pursuant to the terms of any employee
        stock option, incentive stock or other equity-based plan or arrangement (provided, that the aggregate amount of payments
        under clauses (i) and (ii) shall not exceed $5.0 million in any fiscal year of the Borrower and $10.0 million over the life of
        the Credit Facilities plus, in each case, any proceeds received by the Borrower after the Closing Date in connection with the issuance
        of common equity that are used for the purposes described in this clause 3);

         

        4.    exceptions
        for restricted payments by subsidiaries shall be consistent with the Existing Credit Agreement with such changes as may be mutually
        agreed;

         

        5.    so
        long as no event of default has occurred and is continuing and the Consolidated Net Leverage Ratio is equal to or less than 4.00:1.00,
        other restricted payments out of the Available Amount Basket;

         

        6.    so
        long as no event of default has occurred and is continuing and the Consolidated Net Leverage Ratio is equal to or less than 3.00:1.00,
        other restricted payments; and

         

        7.    other
        customary exceptions and exceptions consistent with the Documentation Principles.

         

        Payments on/modifications
        to Subordinated or Junior Lien Debt. The Borrower shall not, nor shall it permit any of its subsidiaries to, directly or indirectly:
        (a) make payments in cash on any permitted subordinated or junior lien debt (other than (i) regularly scheduled payments of principal
        and interest, mandatory offers to repay or mandatory prepayments of principal, premium and interest, and payment of fees, expenses
        and indemnification obligations, (ii) refinancings, conversions or exchanges of such debt for like or junior debt, subject to conditions
        to be agreed, (iii) payments with, or conversions to, equity (other than disqualified stock), or (iv) other payments of such debt
        to be mutually agreed upon); provided that notwithstanding the foregoing, so long as no event of default has occurred and
        is continuing, repayments or redemptions of other debt shall be permitted out of the Available Amount Basket and shall be permitted
        if restricted payments are permitted under clause 5 under the caption



 




    	 	B-21	 



     

    

 


	 	
        “Restricted Payments” above;
        or (b) modify the terms of any permitted subordinated or junior lien debt to the extent such modification is materially adverse
        to the Lenders (it being understood that the foregoing limitation shall not otherwise prohibit debt refinancing or replacing or
        in exchange for the foregoing debt subject to limitations to be agreed upon).

         

        Sale and Leaseback Transactions.
        The Borrower shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, enter into any sale and leaseback
        transaction, except customary exceptions and exceptions consistent with the Documentation Principles.

         

        Transactions with Affiliates. The
        Borrower shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, enter into or permit to exist any transaction
        with any affiliate of the Borrower on terms that are materially less favorable to the Borrower or such subsidiary, as the case
        may be, than those that might be obtained at the time from a person who is not such an affiliate; provided that the foregoing
        restriction shall not apply to:

         

        1.    transactions
        among the Borrower and the Guarantors (collectively, “Loan Parties”);

         

        2.    transactions
        among non-Loan Parties;

         

        3.    transactions
        expressly permitted under other provisions of the negative covenants; and

         

        4.    other
        customary exceptions and exceptions consistent with the Documentation Principles.

         

        Negative Pledge Restrictions. The
        Borrower shall not, nor shall any of its subsidiaries enter into any agreement prohibiting the creation or assumption of any lien
        upon any of its properties or assets to secure the obligations under the Credit Facilities or restricting distributions by subsidiaries,
        subject to customary exceptions and exceptions consistent with the Documentation Principles.

         

        Nature of Business. The Borrower
        shall not, nor shall it permit any of its subsidiaries to, engage in any business other than the businesses engaged in on the Closing
        Date and similar, corollary, related, incidental, ancillary or complementary businesses.

         

        Fiscal Year. The Borrower shall
        not change its fiscal year end.

         

        Fundamental Changes. The Borrower
        shall not, nor shall it



 




    	 	B-22	 



     

    

 


	 	
        permit any of its subsidiaries to, enter
        into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution)
        or sell, transfer or otherwise dispose of all or substantially all of its assets, subject to customary exceptions and exceptions
        consistent with the Documentation Principles.

         

        Amendment and Waivers of Organizational
        Documents. The Borrower shall not, nor shall it permit any Loan Party or any subsidiary whose equity is pledged as part of
        the Collateral to amend, waive or otherwise modify any provision of such person’s organizational documents if such amendment,
        waiver or modification could reasonably be expected to have a Material Adverse Effect.

         

        “Available Amount Basket”
        shall mean a cumulative amount equal to (a) an amount equal to $100 million, plus (b) the retained portion of
        Excess Cash Flow (i.e., Excess Cash Flow as defined for purposes of the Excess Cash Flow mandatory prepayment requirements set
        forth herein and not otherwise applied to mandatorily prepay the Term B Loans; provided that the retained portion of Excess
        Cash Flow for any fiscal year shall not be less than zero), plus (c) the cash proceeds of new public or private equity issuances
        of the Borrower or any parent of the Borrower (other than disqualified stock, any equity contributed as a Specified Equity Contribution
        (as defined below) to the extent the proceeds thereof are contributed to the Borrower as qualified equity and equity used to incur
        Equity Proceeds Indebtedness (to be defined as mutually agreed)), plus (d) capital contributions to the Borrower made
        in cash or cash equivalents (other than in respect of disqualified stock, any equity contributed as a Specified Equity Contribution
        and any capital contributions used to incur Equity Proceeds Indebtedness), plus (e) returns, profits, distributions
        and similar amounts received in cash or cash equivalents by the Borrower and its subsidiaries on or proceeds of dispositions of
        investments made using the Available Amount Basket, plus (f) the aggregate amount of Indebtedness (other than Indebtedness
        owing to the Borrower or any of its subsidiaries) that has been converted into or exchanged for equity interests (other than disqualified
        stock) of the Borrower, plus (g) any mandatory prepayment amount declined by a Declining Lender.

         

        The Available Amount Basket may be used
        for investments, restricted payments and the prepayment, repurchase or redemption of junior capital/subordinated debt or other
        Indebtedness as provided above.

	 	 
	Financial Covenants:	Consistent with the Documentation Principles, the Facilities Documentation will contain the following financial covenants


 




    	 	B-23	 



     

    

 


	 	
        (the “Financial Covenants”)
        which will be calculated on a pro forma basis with regard to the Borrower and its subsidiaries on a consolidated basis,
        solely for the benefit of the Revolving Lenders and the Lenders under the Term Loan A Facility:

         

        (a)  Maintenance
        of a maximum Consolidated Net Leverage Ratio of no greater than (i) during the period from the Closing Date through the end of
        the fiscal quarter ending after the second year anniversary of the Closing Date, 5.00:1.00, (ii) during the period commencing after
        the end of the period described in clause (i) through the end of the fiscal quarter ending after the third anniversary of the Closing
        Date, 4.50:1.00 and (iii) thereafter, 4.00:1.00, which ratio will be applicable only to the Revolving Credit Facility and the Term
        Loan A Facility and will be tested, commencing with the first full fiscal quarter after the Closing Date provided that the
        Borrower shall be permitted one time at the Borrower’s election (upon written notice to the Administrative Agent) during
        the term of the Credit Facilities, solely in connection with a permitted acquisition with cash (or cash-equivalent) consideration
        in excess of $50,000,000, to increase the maximum Consolidated Net Leverage levels set forth above by 0.50x for the next four test
        periods following the closing date of such acquisition (stepping down by 0.25x on an annual basis following the completion of such
        four test periods (to no less than 4.00:1.00)); provided, further, that in no event shall such Consolidated Leverage Ratio
        level be set above 5.00:1.00.

         

        (b)  Maintenance
        of a minimum Fixed Charge Coverage Ratio (as defined below) of no less than 1.25:1.00, which ratio will be applicable only to the
        Revolving Credit Facility and the Term Loan A Facility and will be tested, commencing with the first full fiscal quarter after
        the Closing Date.

	 	 
	Financial Definitions:	“Consolidated EBITDA” means, for any period, for the Borrower and its subsidiaries on a consolidated basis, without duplication, an amount equal to Consolidated Net Income (to be defined in a manner consistent with Documentation Principles) for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans) for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the Borrower and


 




    	 	B-24	 



     

    

 


	 	
        its subsidiaries for such period, (iii)
        depreciation and amortization expense, (iv) non-cash stock-based compensation expense for such period, (v) all extraordinary, unusual
        or nonrecurring losses, expenses and charges, (vi) any restructuring charges and reserves and any losses on related sales of personal
        and real property, including any charges and losses incurred in connection with the closure of any operational facilities of the
        Borrower and its subsidiaries for such period, (vii) effects of adjustments in any line item in the Borrower’s consolidated
        financial statements resulting from the application of purchase accounting (including any step-ups with respect to re-valuing assets
        and liabilities) in relation to the Transactions and any investment, acquisition, merger or consolidation or the depreciation,
        amortization or write-off of any amounts thereof, (viii) customary costs and expenses incurred in connection with the Transactions,
        (ix) all customary costs and expenses incurred or paid in connection with permitted investments (including Permitted Acquisitions)
        or permitted dispositions whether or not such permitted investment or permitted disposition is consummated or occurred or occurs
        prior to or after the date hereof, including, without limitation, the Acquisition, (x) all customary costs and expenses incurred
        in connection with the issuance, prepayment or amendment or refinancing of permitted Indebtedness or issuance of capital stock,
        including, without limitation, the Acquisition, (xi) other expenses of the Borrower and its subsidiaries reducing such Consolidated
        Net Income which do not represent a cash item in such period or any future period and (xii) the aggregate net loss on the disposition
        of property (other than accounts (as defined in the Uniform Commercial Code) and inventory) outside the ordinary course of business,
        and less (b) the following to the extent added in calculating such Consolidated Net Income (A) all interest income for such period,
        (B) all income tax benefits included in Consolidated Net Income for such period, (C) non-cash purchase accounting adjustments,
        (D) the aggregate net gain from the disposition of property (other than accounts (as defined in the Uniform Commercial Code) and
        inventory) outside the ordinary course of business, all as determined on a consolidated basis and (E) all non-cash items increasing
        Consolidated Net Income which do not represent a cash item in such period or any future period.

         

        “Consolidated Fixed Charge
        Coverage Ratio” means, for any period of four consecutive fiscal quarters, the ratio of (a) Consolidated EBITDA for
        such period to (b) Consolidated Fixed Charges (as defined below) for such period.

         

        “Consolidated Fixed Charges”
        means, for any period, the sum (without duplication) of (a) Consolidated Interest Expense (to be defined in a manner consistent
        with the



 




    	 	B-25	 



     

    

 


	 	
        Documentation Principles) for such period,
        (b) scheduled amortization payments made during such period on account of principal of Indebtedness of the Borrower or any of its
        subsidiaries (including scheduled amortization principal payments in respect of the Term Loans but excluding the Revolving Loans),
        (c) income taxes paid in cash during such period, (d) Capital Expenditures (to be defined in a manner consistent with the Documentation
        Principles) paid in cash during such period (excluding the principal amount of Indebtedness incurred during such period to finance
        such expenditures, but including any repayments of any Indebtedness incurred during such period or any prior period to finance
        such expenditures), and (e) restricted payments pursuant to clauses (3) and (5) under the caption “Restricted Payments”
        paid in cash during such period.

         

        “Consolidated Funded Debt”
        shall be defined in a manner consistent with the Documentation Principles.

         

        “Consolidated Net Leverage
        Ratio” means at any date, the ratio of (a) the total of (i) Consolidated Funded Debt as of such date minus (ii) unrestricted
        cash and cash equivalents of the Borrower and its subsidiaries as of such date up to $300 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 to the Administrative
        Agent).

         

        “Indebtedness” shall
        be defined in a manner consistent with the Documentation Principles.

         

        “Material
        Acquisition” means the Acquisition and any other acquisition of property or series of related acquisitions of property
        that (1) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially
        all of the equity interests of a person and (2) involves the payment of consideration by the Borrower and its subsidiaries in excess
        of $20,000,000.

         

        “Material Disposition”
        means any disposition of property or series of related dispositions of property that yields gross proceeds to the Borrower or any
        of its subsidiaries in excess of $20,000,000.

         

        “pro forma basis”
        or “pro forma effect” means, with respect to compliance with any test or covenant, compliance with such
        test or covenant after giving effect to (i) any Material Acquisition, (ii) any incurrence or repayment of Indebtedness or (iii)
        any Material Disposition (including (a) pro forma adjustments arising out of events which are directly attributable to any proposed
        Material Acquisition, any



 




    	 	B-26	 



     

    

 


	 	incurrence or repayment of Indebtedness or any Material Disposition, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the staff of the Securities and Exchange Commission, (b) pro forma adjustments determined in good faith by the Borrower that are consented to by the Administrative Agent (such consent not to be unreasonably withheld) arising out of operating and other expense reductions attributable to such transaction being given pro forma effect that (1) have been realized or (2) will be implemented within 18 months following such transaction and are supportable and quantifiable and, in each case, including (A) reduction in personnel expenses, (B) reduction of costs related to administrative functions, (C) reduction of costs related to leased or owned properties and (D) reductions from the consolidation of operations and streamlining of corporate overhead, and (c) such other adjustments as determined in good faith by the Borrower that are consented to by the Administrative Agent (such consent not to be unreasonably withheld), in each case as certified by an officer of the Borrower) using, for purposes of determining such compliance, the historical financial statements of all entities or assets so acquired and the consolidated financial statements of the Borrower and its subsidiaries and assuming that all Material Acquisitions that have been consummated during the period, any Material Disposition and any Indebtedness or other liabilities repaid in connection therewith had been consummated and incurred or repaid at the beginning of such period (and assuming that such Indebtedness to be incurred bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the interest rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination).
	 	 
	Events of Default:	Limited to the following (except as otherwise expressly indicated, to be applicable to the Loan Parties): failure to pay any principal when due; non-payment of interest, fees or other amounts after a five business day grace period; default under any covenant or agreement in the Facilities Documentation (subject (i) in the case of certain affirmative covenants, to a 30 day grace period or, in the case of certain other affirmative covenants, a shorter grace period and (ii) with respect to the Financial Covenants, a breach shall only result in an event of default with respect to the Term Loan B Facility when the Revolving Lenders and Lenders under the Term Loan A Facility have terminated the commitments under the Revolving Credit Facility and accelerated any Revolving Loans and Term A Loans then outstanding); actual or asserted 


 




    	 	B-27	 



     

    

 


	 	invalidity of a material Guarantor’s guaranty or material security interest; inaccuracy of representations or warranties in any material respect; cross-default and cross-acceleration to other Indebtedness in excess of $75 million, insolvency or bankruptcy of the Borrower or its material subsidiaries (with a 60 day grace period for involuntary events); ERISA events with respect to the Borrower and its subsidiaries that could reasonably be expected to result in a Material Adverse Effect; change of control (to be defined in a mutually satisfactory manner which shall be no less favorable to the Borrower than the definition in the Existing Credit Agreement); and monetary judgments in respect of the Borrower and its subsidiaries  (not vacated, discharged, stayed or bonded pending appeal within 30 days) in an amount in excess of $75 million (to the extent not covered by insurance).
	 	 
	Voting:	Amendments and waivers of the Facilities Documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Credit Facilities (the “Required Lenders”); provided that (a) the consent of each Lender directly and adversely affected thereby shall be required with respect to (i) increases in or extensions of the commitment of such Lender, (ii) reductions of principal, interest (other than a waiver of default interest) or fees (it being understood that an amendment to the Financial Covenants or defined terms used in the Financial Covenants shall not constitute a reduction in the rate of interest or fees), (iii) extensions of any scheduled amortization payments, the date for payment of any interest or fees or the final maturity and (iv) changes to the pro rata sharing provisions (with exceptions for certain transactions to be agreed, including amend and extend transactions) ); provided that no amendment or waiver of a required mandatory prepayment or the mandatory prepayment provisions or related definitions shall constitute an amendment or waiver to which this clause (a) is applicable, (b) the consent of 100% of the Lenders will be required with respect to (i) modifications to any of the voting percentages and (ii) releases of all or substantially all Guarantors or releases of all or substantially all of the Collateral (other than in connection with any sale of Collateral or of the relevant Guarantor permitted by the Facilities Documentation), (c) the consent of the Administrative Agent shall be required for any amendment that modifies agency specific provisions, (d) the consent of the Issuing Banks shall be required for any amendment that modifies letter of credit specific provisions, (e) the consent of the Swing Line Lenders shall be required for any amendment that modifies swingline specific provisions, and (f) any amendment or waiver that by its terms affects the rights or duties of Lenders holding loans or


 




    	 	B-28	 



     

    

 


	 	
        commitments of a particular class (but
        not the Lenders holding loans or commitments of any other class) will require only the requisite percentage in interest of the
        affected class of Lenders that would be required to consent thereto if such class of Lenders were the only class of Lenders.

         

        Notwithstanding the foregoing, amendments
        and waivers of the Financial Covenants only require the approval of Lenders holding more than 50% of the sum of the aggregate amount
        of the commitments under the Revolving Facility (other than any Defaulting Lender) and the aggregate amount of the Term Loan A
        Facility.

         

        Defaulting Lenders shall not be included
        in the calculation of Required Lenders or other requisite Lenders; provided that, subject to the Borrower’s right
        to replace Defaulting Lenders described under the caption “Replacement of Lenders” below, Defaulting Lenders shall
        be included therein with respect to (x) any amendment that would disproportionately affect the obligation of the Borrower
        to make payment of the loans or commitments under the Credit Facilities of such Defaulting Lender as compared to other Lenders
        holding the same class of loans or commitments and (y) any amendment relating to (a) increases in the commitment of such
        Defaulting Lender, (b) reductions of principal, interest, fees or premium applicable to the loans or commitments of such Defaulting
        Lender, (c) extensions of final maturity or the due date of any amortization, interest, fee or premium payment applicable
        to the loans or commitments of such Defaulting Lender, and (d) the definition of Required Lenders.

         

        The Facilities Documentation will permit
        amendments thereof without the approval or consent of the Lenders to effect a permitted “repricing transaction” (i.e.,
        a transaction in which any tranche of Term Loans is refinanced with a replacement tranche of term loans, or is modified with the
        effect of, bearing a lower rate of interest) other than any Lender holding Term Loans subject to such “repricing transaction”
        that will continue as a Lender in respect of the repriced tranche of Term Loans or modified Term Loans.

	 	 
	 	The Facilities Documentation will contain customary “amend and extend” provisions (on terms to be mutually agreed by the Administrative Agent and the Borrower) pursuant to which the Borrower may extend commitments and/or outstandings pursuant to one or more tranches with only the consent of the respective extending Lenders; provided that it is understood that no existing Lender will have any obligation to commit to any such extension.
	 	 
	 	In addition, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error,


 




    	 	B-29	 



     

    

 


	 	omission or inconsistency of a technical nature in the Facilities Documentation, then the Administrative Agent and the Borrower shall be permitted to amend such provision without any further action or consent of any other party.
	 	 
	Cost and Yield Protection:	
        The Facilities Documentation will contain
        customary provisions protecting the Lenders in the event of prepayment or failure to borrow (funding indemnity), unavailability
        of funding, capital adequacy requirements and increased costs due to changes in law or regulation after the date of the Credit
        Facilities or, if later, the date on which the applicable Lender becomes a Lender; provided that a Lender shall not be entitled
        to submit a claim for compensation based upon a change in law or regulation unless it shall have determined that the making of
        such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with
        credit facilities entitling it to make such claims (it being agreed that no Lender shall be required to disclose any confidential
        or proprietary information in connection with such determination or the making of such claim). The obligation of the Borrower and
        the Guarantors to gross up for and/or to indemnify Lenders for taxes imposed on payments will be subject to customary mitigation
        requirements and other exceptions, including the requirement to provide applicable tax-related documentation, it being understood
        that the gross-up obligations shall not apply to withholding taxes imposed by Sections 1471 through 1474 of the Internal Revenue
        Code (and any amended or successor provisions to the extent substantially comparable thereto) and any regulations promulgated thereunder
        or guidance issued pursuant thereto.

         

        Customary protections for increased costs
        imposed as a result of the Dodd-Frank Act or Basel III shall be included subject to the limitation in the proviso of the first
        sentence of the immediately preceding paragraph.

         

	Assignments and Participations:	After the Closing Date, the Lenders will be permitted to assign loans and/or commitments under the Term Facilities with the consent of the Borrower and the Administrative Agent (in each case, not to be unreasonably withheld, delayed or conditioned) and loans and commitments under the Revolving Credit Facility with the consent of the Borrower, the Swingline Lender, the Issuing Banks and the Administrative Agent (in each case not to be unreasonably withheld or delayed); provided that (i) no consent of the Borrower shall be required (A) with respect to the Term Facilities, if such assignment is made to another Lender or an affiliate or approved fund of such Lender, (B) with respect to the Revolving Credit Facility, if such assignment is made to another Revolving Lender or an affiliate or approved fund of


 




    	 	B-30	 



     

    

 


	 	
        such Revolving Lender or (C) after the
        occurrence and during the continuance of an event of default, (ii) the Borrower’s consent shall be deemed to have been given
        if the Borrower has not responded within ten business days of an assignment request made in writing and (iii) no consent of the
        Administrative Agent shall be required with respect to any assignment if such assignment is an assignment to another Lender, an
        affiliate of a Lender or an approved fund of a Lender; provided, further, that no assignments shall be made to any
        Disqualified Institutions.

         

        Each assignment (other than to another
        Lender, an affiliate of a Lender or an approved fund) will be in an amount of an integral multiple of $1,000,000 in the case of
        the Term Facilities and a minimum amount of $5,000,000 in the case of the Revolving Credit Facility (or lesser amounts, if agreed
        between the Borrower and the Administrative Agent) or, if less, all of such Lender’s remaining loans and commitments of the
        applicable class. Assignments will be by novation and will not be required to be pro rata among the Credit Facilities.

         

        The Lenders will be permitted to sell participations
        in loans without restriction in accordance with applicable law and consistent with the Documentation Principles. Voting rights
        of participants shall be limited to matters set forth under the caption “Voting” with respect to which the unanimous
        vote of all Lenders (or all directly and adversely affected Lenders, if the participant is directly and adversely affected) would
        be required.

	 	 
	 	
        Subject to the provisions below, non-pro
        rata distributions will be permitted in connection with loan buy-back programs on terms to be mutually agreed.

         

        Assignments of Term Loans (and loans under
        any Incremental Term Facilities) to, and purchases by, the Borrower and its subsidiaries will be permitted without any consent
        solely through Dutch auctions open to all applicable Lenders on a pro rata basis in accordance with customary procedures
        to be mutually agreed upon, so long as (i) no event of default has occurred and is continuing, (ii) the loans purchased are immediately
        cancelled and (iii) no proceeds from any Revolving Loan are used to fund such assignments.

	 	 
	Expenses and Indemnification:	If the Closing Date occurs, the Borrower shall pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and, in the case of clause (x) below, Morgan Stanley and, in the case of clause (y) below, the Commitment Parties (in each case, without duplication and promptly after a written demand therefor, together with backup documentation supporting such reimbursement


 




    	 	B-31	 



     

    

 


	 	
        request, except with respect to reimbursements
        payable on the Closing Date) associated with (x) the preparation, execution and delivery, amendment, modification, waiver and/or
        (y) enforcement of the Facilities Documentation (including, in any case, the reasonable and documented legal fees of a single firm
        of counsel (which shall be the counsel identified herein until the Closing Date) (and in the case of any actual or perceived conflict
        of interests, one additional counsel for the affected Lender(s) taken as a whole), and, if necessary, a single local counsel in
        each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)).

         

        The Borrower will indemnify the Administrative
        Agent, the Commitment Parties, the Lenders and their affiliates (without duplication) and the officers, directors, employees, advisors,
        agents, controlling persons, equityholders, partners, members and other representatives and their respective successors and permitted
        assigns of each of the foregoing, from and against any and all losses, claims, damages, liabilities and reasonable and documented
        out-of-pocket fees and expenses (limited to reasonable and documented legal fees of a single firm of counsel for all indemnified
        parties, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single
        special counsel acting in multiple jurisdictions) for all indemnified parties taken as a whole (and, in the case of an actual or
        perceived conflict of interest, where the indemnified person affected by such conflict informs the Borrower of such conflict and
        thereafter retains its own counsel, of another firm of counsel for each group of affected indemnified persons similarly situated,
        taken as a whole)) of any such indemnified person arising out of or relating to any claim or any litigation or other proceeding
        (regardless of whether such indemnified person is a party thereto and whether or not such proceedings are brought by the Borrower,
        its equityholders, its affiliates, creditors or any other third person) that relates to the Transactions, including the financing
        contemplated hereby; provided that no indemnified person will be indemnified for any loss, claim, damage, liability, cost
        or expense to the extent (a) it has been determined by a court of competent jurisdiction in a final, non-appealable judgment to
        have resulted from (i) the gross negligence, bad faith or willful misconduct of such indemnified person or any of its affiliates
        or controlling persons or any of the equityholders, officers, directors, employees, partners, members, agents, advisors or other
        representatives of any of the foregoing or (ii) a material breach of the obligations of such indemnified person or any of its affiliates
        under the Facilities Documentation or (b) any proceeding between and among indemnified persons that do not involve an act or omission
        by the Borrower or its



 




    	 	B-32	 



     

    

 


	 	subsidiaries (other than claims against any Commitment Party in its capacity or in fulfilling its role as the agent or arranger or any other similar role under the Credit Facilities (excluding its role as a Lender)).
	 	 
	Replacement of Lenders:	The Borrower or the Administrative Agent shall, subject to usual and customary conditions, have the right to replace a Lender or, so long as no event of default has occurred and is continuing, prepay such Lender’s outstanding Term Loans in full on a non-pro rata basis without premium or penalty (a) in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as the consent of a majority of the Lenders or of the Lenders affected thereby has been obtained, (b) if such Lender asserts a claim for any funding protection, whether for increased costs, taxes, required indemnity payments or otherwise, and (c) if such Lender becomes a Defaulting Lender.
	 	 
	Governing Law and Forum:	New York.
	 	 
	Counsel to the Administrative Agent:	Shearman & Sterling LLP


 




    	 	B-33	 



     

    

 


ANNEX I to


EXHIBIT B


 


	Interest Rates:	
        At the option of the Borrower, Adjusted
        LIBOR plus the Applicable Margin or ABR plus the Applicable Margin.

         

        “Applicable Margin”
        shall mean (x) in respect of the Revolving Credit Facility and the Term Loan A Facility (i) if the Consolidated Net Leverage Ratio
        is greater than, or equal to, 4.00:1.00, 125 bps in the case of ABR loans and 225 bps in the case of LIBOR loans, (ii) if the Consolidated
        Net Leverage Ratio is less than 4.00:1.00 but greater than, or equal to, 2.00:1.00, 100 bps in the case of ABR loans and 200 bps
        in the case of LIBOR loans and (iii) if the Consolidated Net Leverage Ratio is less than 2.00:1.00, 75 bps in the case of ABR loans
        and 175 bps in the case of LIBOR loans (provided that clause (x)(i) shall apply until delivery by the Borrower to the Administrative
        Agent of financial statements for the first full fiscal quarter completed after the Closing Date) and (y) in respect of the Term
        Loan B Facility, 275 bps in the case of ABR loans and 375 bps in the case of LIBOR loans.

         

        All Swingline Loans will be ABR loans.

         

	 	
        With respect to the Term Loan B Facility,
        there shall be a minimum Adjusted LIBOR (i.e. Adjusted LIBOR prior to adding any applicable interest rate margins thereto) requirement
        of 0.75% per annum. With respect to the Revolving Credit Facility and the Term Loan A Facility, there shall be a minimum Adjusted
        LIBOR requirement (i.e. Adjusted LIBOR prior to adding any applicable interest rate margins thereto) of 0.00% per annum.

         

        The Borrower may elect interest periods
        of one, two, three or six months (or, if made available by all relevant Lenders, 12 months or a shorter period) for Adjusted LIBOR
        borrowings.

         

	 	Interest on any Term Loan and all fees will be payable in arrears on the basis of a 360-day year (calculated on the basis of the actual number of days elapsed); provided that interest on ABR loans, when based on the prime rate, will be payable in arrears on the basis of a 365-day year (or a 366-day year in a leap year), in each case calculated on the basis of the actual number of days elapsed.  Interest will be payable on Adjusted LIBOR loans on the last day of the applicable interest period (and at the end of each three months, in the case of interest periods longer than three months) and upon prepayment, and on ABR loans quarterly and upon prepayment.
	 	 
	Adjusted LIBOR:	“Adjusted LIBOR” shall mean the London interbank offered 


 




    	 	Annex I-B-1	 



     

    

 


	 	rates for dollars, adjusted for statutory reserve requirements.
	 	 
	ABR:	“ABR” shall mean the Alternate Base Rate, which shall be the highest of (i) the prime commercial lending rate published by the Wall Street Journal as the “prime rate”, (ii) the Federal Funds Effective Rate plus 1/2 of 1.0% and (iii) the one-month Adjusted LIBOR plus 1.0% per annum.
	 	 
	Letter of Credit Fee:	A per annum fee equal to the spread over Adjusted LIBOR under the Revolving Credit Facility will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Credit Facility, payable in arrears at the end of each quarter and upon the termination of the respective letter of credit, in each case for the actual number of days elapsed over a 360-day year.  Such fees shall be distributed to the Revolving Lenders pro rata in accordance with the amount of each such Revolving Lender’s Revolving Credit Facility commitment, with exceptions for Defaulting Lenders.  In addition, the Borrower shall pay to each Issuing Bank, for its own account, (a) a fronting fee equal to 0.125% upon the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter and upon the termination of the Revolving Credit Facility, calculated based upon the actual number of days elapsed over a 360-day year and (b) customary issuance and administration fees.
	 	 
	Commitment Fees:	The Borrower shall pay a commitment fee of (i) if the Consolidated Net Leverage Ratio is greater than, or equal to, 4.00:1.00, 35 bps per annum, (ii) if the Consolidated Net Leverage Ratio is less than 4.00:1.00 but greater than, or equal to, 2.00:1.00, 30 bps per annum and (iii) if the Consolidated Net Leverage Ratio is less than 2.00:1.00, 25 bps per annum, in each case, calculated on the average daily unused portion of the Revolving Credit Facility (provided that clause (i) shall apply until delivery by the Borrower to the Administrative Agent of financial statements for the first full fiscal quarter completed after the Closing Date), payable quarterly in arrears commencing with the last business day of the first full fiscal quarter ending after Closing Date, calculated based upon the actual number of days elapsed over a 360-day year.  Such fees shall be distributed to the Revolving Lenders (other than the Swingline Lender in its capacity as such) pro rata in accordance with the amount of each such Revolving Lender’s Revolving Credit Facility commitment, with exceptions for Defaulting Lenders.


 




    	 	Annex I-B-2	 



     

    

 


EXHIBIT C


 


Project Forest


Summary of Additional Conditions2


 


The initial borrowings
under the Credit Facilities shall be subject to the following conditions (subject in all respects to the Certain Funds Provisions):


 


		1.	Solely to the extent of a Hostile Transaction, (i) the final documentation for the Non-Consensual
Tender Offer shall be reasonably satisfactory to the Lead Arranger, (ii) the Non-Consensual Tender Offer shall be (unless the Target
and the Borrower or one or more of the subsidiaries of the Borrower shall have entered into an acquisition agreement reasonably
satisfactory to the Lead Arranger) for not less than 90% of the outstanding capital stock (on a fully diluted basis) of the Target
(or such lesser percentage of capital stock as the Lead Arranger may agree), (iii) the Non-Consensual Tender Offer shall be consummated
concurrently with the initial borrowing under the Credit Facilities, in compliance with law and in accordance with the final documentation
referred to in clause (i) above, in each case, in all material respects and (iv) the Non-Consensual Tender Offer shall be in full
force and effect with no provision thereof amended, waived or otherwise modified or supplemented that is materially adverse to
the interests of the Lenders or the Lead Arranger without the prior written consent of the Lead Arranger and the Administrative
Agent (which approval shall not be unreasonably withheld, delayed or conditioned); provided that (a) any reduction in the
purchase price shall be deemed to be not materially adverse to the Lenders but any such reduction in the cash component of the
purchase price in excess of 10% of the purchase price shall be allocated dollar-for-dollar to reduce the Term Loan A Facility and
the Term Loan B Facility ratably, (b) any increase in the purchase price shall be deemed to be not materially adverse to the Lenders
so long as such increase is not funded with indebtedness and (c) any reduction in the minimum tender offer condition without the
prior written consent of the Lead Arranger (not to be unreasonably withheld or delayed) shall be deemed to be materially adverse
to the interests of the Lenders and the Lead Arranger.



 


		2.	Solely to the extent of a Negotiated Transaction, the Acquisition shall have been consummated,
or substantially simultaneously with the initial borrowing under the Credit Facilities shall be consummated, in all material respects
in accordance with the terms of the Acquisition Agreement after giving effect to any modifications, amendments, consents or waivers
by you thereto, other than those that are materially adverse to the interests of the Lenders, without the prior consent of the
Lead Arranger (not to be unreasonably withheld, delayed or conditioned); provided that (a) any reduction in the purchase
price for the Acquisition shall be deemed to be not materially adverse to the Lenders but any such reduction in the cash component
of the purchase price in excess of 10% of the purchase price shall be allocated dollar-for-dollar to reduce the Term Loan A Facility
and the Term Loan B Facility ratably, (b) any increase in the purchase price shall be deemed to be not materially adverse to the
Lenders so long as such increase is not funded with indebtedness, (c) the granting of any consent under the Acquisition Agreement
that is not materially adverse to the



 





 



2
             All capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter
to which this Term Sheet is attached, including the Exhibits thereto. In the event any such capitalized term is subject to multiple
or differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context
in which it is used.


 




    	 	C-1	 



     

    

 


interests of the Initial Lenders
shall not otherwise constitute an amendment or waiver, (d) the Acquisition Agreement shall be reasonably satisfactory to the Lead
Arranger, it being understood that the Acquisition Agreement executed by the Borrower on November 17, 2015 that we received is
satisfactory and (e) any amendment, waiver or other modification to the definition of “Company Material Adverse Effect”
set forth in the Acquisition Agreement or to the “Xerox” provisions in the Acquisition Agreement without the prior
written consent of the Lead Arranger (not to be unreasonably withheld or delayed) shall be deemed to be materially adverse to the
interests of the Lenders and the Lead Arranger.


 


		3.	The Refinancing shall have been consummated substantially concurrently with the funding of the
Credit Facilities.



 


		4.	Solely to the extent that the Acquisition is not consummated pursuant to a Negotiated Transaction,
since the day immediately before the Borrower’s announcement of its offer to acquire shares of Target, there shall not have
not occurred a “Company Material Adverse Effect” (as defined in the Acquisition Agreement referred to in paragraph
2 above).



 


		5.	In the case of a Negotiated Transaction, since the date of the Acquisition Agreement, there shall
not have occurred a “Company Material Adverse Effect” (as defined in the Acquisition Agreement).



 


		6.	The Lead Arranger shall have received (a) unaudited consolidated balance sheets and related statements
of income and cash flows of the Target for each fiscal quarter (that is not the last fiscal quarter of a fiscal year) commencing
on or after June 28, 2015 and ended at least 45 days prior to the Closing Date, (b) audited consolidated balance sheets
and related statements of income and cash flows of the Target for the three most recently completed fiscal years ended at least
90 days before the Closing Date and (c) a pro forma consolidated balance sheet and related pro forma income statement
of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four fiscal quarter period
ended at least 90 days prior to the Closing Date (if the end of such period is a fiscal year-end of the Borrower) or ended at least
45 days prior to the Closing Date (if the end of such period is not a fiscal year-end of the Target), in each case, prepared
after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet)
or at the beginning of such period (in the case of the statement of income). The Lead Arranger acknowledges receipt of the financial
statements referred to in clause (b) through the fiscal year ended December 27, 2014.



 


		7.	Subject in all respects to the Certain Funds Provisions and the limitations described under the
caption “Security” in Exhibit B to the Commitment Letter, all documents and instruments required to create and
perfect the Administrative Agent’s security interest in the Collateral shall have been executed and delivered and, if applicable,
be in proper form for filing.



 


		8.	The Administrative Agent and the Lead Arranger shall have received, no later than three business
days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably
requested in writing by the Administrative Agent and the Lead Arranger at least seven business days prior to the Closing Date that
is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the PATRIOT Act.



 


		9.	(a) The execution and delivery of the Facilities Documentation by the Borrower and the Guarantors
party thereto on the Closing Date, which shall be in accordance with the terms of



 




    	 	C-2	 



     

    

 


the Commitment Letter (subject
to modifications, as applicable, pursuant to the “market flex” provisions in the Fee Letter) and subject to the Certain
Funds Provisions set forth in the Commitment Letter including Section 6 of the Commitment Letter and (b) the delivery to the Lead
Arranger of customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence
of authorization and good standing certificates in jurisdictions of formation/organization, in each case of the Borrower and the
Guarantors (to the extent applicable) and a solvency certificate in the form set forth in Annex I to this Exhibit C,
signed by the Chief Financial Officer (or similar officer) of the Borrower as of the Closing Date and after giving effect to the
Transactions with respect to the Borrower and its subsidiaries, on a consolidated basis.


 


		10.	All fees required to be paid on the Closing Date pursuant to the Commitment Letter and the Fee
Letter and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment
Letter, to the extent invoiced at least three business days prior to the Closing Date, shall, upon the initial borrowing under
the Credit Facilities, have been paid (which amounts may be offset against the proceeds of the Credit Facilities).



 


		11.	(a) In the case of a Negotiated Transaction, the Specified Acquisition Agreement Representations
(to the extent required by the Certain Funds Provisions) shall be true and correct in all material respects (except in the case
of any Specified Acquisition Agreement Representations to which expressly relates to a given date or period, such representation
or warranty shall be true and correct in all material respects as of the respective date or period, as the case may be); provided
this condition shall be deemed satisfied unless the Borrower has (or an affiliate of the Borrower has) the right to terminate its
obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms
of the Acquisition Agreement) as a result of such breach and (b) the Specified Representations shall be true and correct in all
material respects (except in the case of any Specified Representation which expressly relates to a given date or period, such representation
and warranty shall be true and correct in all material respects as of the respective date or period, as the case may be).



 


		12.	The Lead Arranger shall have been afforded a period of at least 15 consecutive business days (ending
no later than the business day immediately prior to the Closing Date) following delivery by the Borrower of information required
for the Information Memorandum (other than portions thereof customarily provided by financing arrangers and limited, in the case
of financial information, to the financial statements described in paragraph 6 above) (the “Marketing Information,”
and such period, the “Marketing Period”) to seek to syndicate the Credit Facilities; provided
that (i) November 27, 2015 shall not be considered a business day for the purposes of the Marketing Period and (ii) the Marketing
Period shall either end on or prior to December 18, 2015 or, if the Marketing Period has not ended on or prior to December 18,
2015, then the Marketing Period shall commence no earlier than January 4, 2016; provided, that if the Borrower shall in
good faith reasonably believe that the Marketing Information has been delivered, the Borrower may deliver to the Lead Arranger
a written notice to that effect (stating when the Borrower believes the delivery of the Marketing Information to the Lead Arranger
was completed), in which case the Borrower shall be deemed to have complied with such obligation to furnish the Marketing Information
and the Lead Arranger shall be deemed to have received the Marketing Information, unless the Lead Arranger in good faith reasonably
believes that the Borrower has not completed the delivery of such Marketing Information and, not later than 5:00 p.m. (New York
time) two business days after the delivery of such notice by the Borrower, delivers a written notice to the



 




    	 	C-3	 



     

    

 


Borrower to that effect (stating
with specificity which such Marketing Information has not been delivered); provided, that notwithstanding the foregoing,
the delivery of the Marketing Information shall be satisfied at any time at which (and so long as) the Lead Arranger shall have
actually received the Marketing Information, regardless of whether or when any such notice is delivered by the Borrower.


 




    	 	C-4	 



     

    

 


ANNEX I to 


EXHIBIT C


 


Form of Solvency Certificate


 


SOLVENCY CERTIFICATE


of


THE BORROWER


AND ITS SUBSIDIARIES


 


Pursuant to the Credit
Agreement, the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] of Microsemi
Corporation (the “Borrower”), and not individually, as follows:


 


As of the date hereof,
after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit Agreement on the
date hereof, and after giving effect to the application of the proceeds of such indebtedness:


 


		a.	The fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds,
on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;



 


		b.	The present fair saleable value of the property of the Borrower and its subsidiaries, on a consolidated
basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts
and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;



 


		c.	The Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such liabilities become absolute and matured; and



 


		d.	The Borrower and its subsidiaries, on a consolidated basis, are not engaged in, and are not about
to engage in, business for which they have unreasonably small capital.



 


For purposes of this
Solvency Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably
be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement, as applicable.


 


[Signature Page Follows]


 




    	 	Annex I-C-1	 



     

    

 


IN WITNESS WHEREOF, the undersigned has
executed this Solvency Certificate in such undersigned’s capacity as [chief financial officer] of the Borrower, on behalf
of the Borrower, and not individually, as of the date first stated above.


 


	 	MICROSEMI CORPORATION
	 	 
	 	By:	 
	 	Name:
	 	Title: 


 






    	 	Annex I-C-2