Credit Agreement

On March 31, 2015, we entered into Amendment No. 6 to our existing Amended and Restated Credit Agreement dated as of October 13, 2011 (such Amended and Restated Credit Agreement as further amended and supplemented prior to March 31, 2015, the "Existing Credit Agreement"; and as amended by Amendment No. 6, the “Amended Credit Agreement"), with Bank of America, N.A., as administrative agent and collateral agent. Pursuant to the Existing Credit Agreement, certain lenders provided first lien credit facilities, consisting of a term loan facility and a revolving credit facility. Amendment No. 6 provided for, among other things, (1) certain amendments to the provisions relating to incremental credit facilities to (i) permit up to $325.0 million of incremental term loan facilities to be in the form of term A loans, and (ii) permit the incremental revolving commitment capacity to be increased by the amount of all prior voluntary terminations of revolving commitments, (2) an amendment to the definition of “change of control” in the Existing Credit Agreement to remove the “continuing director” prong (clause (b)) from such defined term, and (3) certain amendments related to the proposed acquisition of Vitesse. In connection with Amendment No. 6, Bank of America, N.A., replaced Royal Bank of Canada as administrative agent and as collateral agent under the Amended Credit Agreement.

On April 28, 2015, we entered into an Incremental Joinder Agreement with respect to an incremental term A loan of $325.0 million and incremental revolving commitments of $225.0 million under our Amended Credit Agreement (as supplemented by the Incremental Joinder Agreement, the “Credit Agreement”). The term A loan and incremental revolving commitments each mature in August 2019. Beginning after the quarter ending September 27, 2015, and each quarter thereafter, we are required to make quarterly principal payments of $8.1 million on term A loan borrowings. The incremental term A loan and incremental revolving commitments initially bear interest at an interest rate margin of 2.00% for Eurodollar Rate loans and 1.00% for Base Rate loans, and the incremental revolving commitments are subject to an undrawn commitment fee of 0.35%. The interest rate margins and commitment fee are subject to step-downs based on our Consolidated Leverage Ratio (as defined in the Credit Agreement).

On April 28, 2015, we borrowed $325.0 million of incremental term A loan and $100.0 million under incremental revolving commitments to fund the acquisition of Vitesse, to repay a portion of term B loan principal, and for general corporate purposes.

Our term B loan facility matures in February 2020 and as of June 28, 2015, there are no scheduled principal repayments until the maturity date. The Credit Agreement stipulates an annual principal payment of a percentage of Excess Cash Flow ("ECF") (as defined in the Credit Agreement). The first ECF application date will be measured as of the end of fiscal year 2015 and the ECF percentage will be 50% if the Consolidated Leverage Ratio as of the last day of the fiscal year is equal to or greater than 3.00 to 1.00 and 0% otherwise.

Under our Credit Agreement, we may borrow under a "Base Rate" which approximates the prime rate plus an applicable margin or "Eurodollar Rate" which approximates LIBOR plus an applicable margin. Eurodollar Rate loans are also subject to a Eurodollar Floor. At June 28, 2015, the principal amounts outstanding were Eurodollar Rate loans and interest rate information as of June 28, 2015 were as follows (amounts in thousands, except percentages):



	Principal Outstanding		Base Rate		Base Rate Margin		Eurodollar Rate Margin		Eurodollar Floor		Applicable Rate
Revolving and swingline loans	$	100,000	3.25	%	1.00	%	2.00	%	—	%	2.15	%
Term A loan	$	325,000	3.25	%	1.00	%	2.00	%	—	%	2.15	%
Term B loan	$	573,026	3.25	%	1.50	%	2.50	%	0.75	%	3.25	%

Debt issuance costs recorded as a reduction to principal outstanding in the condensed consolidated balance sheets were $4.7 million as of September 28, 2014 and $12.4 million as of June 28, 2015. The fair value of our outstanding loans was approximately par value at June 28, 2015 and $693.0 million at September 28, 2014. We classify this valuation as a Level 2 fair value measurement.

Our Credit Agreement includes financial covenants requiring a maximum leverage ratio and minimum fixed charge coverage ratio and also contains other customary affirmative and negative covenants and events of default. We were in compliance with our covenants as of June 28, 2015.