Credit Agreement

As of January 3, 2016, we were a party to an Amended and Restated Credit Agreement dated as of October 13, 2011 with Bank of America, N.A., as administrative agent and collateral agent (as amended through April 28, 2015, the "2011 Credit Agreement"), which consisted of a term loan A facility and a revolving facility maturing on August 19, 2019 and a term loan B facility maturing on February 19, 2020.

On December 18, 2015, we and certain of our subsidiaries entered into an Amendment No. 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement (“Amendment No. 7”) to the 2011 Credit Agreement (as amended by Amendment No. 7, the “Amended 2011 Credit Agreement”), with Bank of America, N.A., as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein, and our existing Guarantee and Collateral Agreement dated as of November 2, 2010 with Bank of America, N.A., as administrative agent and collateral agent. Amendment No. 7 permitted us to issue certain senior unsecured debt in an aggregate principal amount of up to $500.0 million.

The Amended 2011 Credit Agreement was terminated and repaid in full on January 15, 2016 and replaced with a new credit facility as described in Note 11, “Subsequent Events.” Microsemi is evaluating the accounting for the termination of the Amended 2011 Credit Agreement and related deferred financing fees of $11.0 million as of January 3, 2016.

Under the Amended 2011 Credit Agreement, we had the ability to borrow under a "Base Rate" which approximated the prime rate plus an applicable margin or "Eurodollar Rate" which approximated LIBOR plus an applicable margin. Eurodollar Rate loans were also subject to a Eurodollar Floor. At January 3, 2016, the principal amounts outstanding were Eurodollar Rate loans and interest rate information as of January 3, 2016 were as follows (amounts in millions, except percentages):



	Principal Outstanding		Base Rate		Base Rate Margin		Eurodollar Rate Margin		Eurodollar Floor		Applicable Rate
Revolving and swingline loans	$	100.0	3.25	%	1.00	%	2.00	%	—	%	2.15	%
Term A loan	$	308.8	3.25	%	1.00	%	2.00	%	—	%	2.15	%
Term B loan	$	573.0	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 $11.7 million as of September 27, 2015 and $11.0 million as of January 3, 2016. The fair value of our outstanding loans was $981.1 million at January 3, 2016 and $995.9 million at September 27, 2015. We classify this valuation as a Level 2 fair value measurement and determined the fair value based on a mid-market valuation reported to us by a participant in the credit facility.

Our Amended 2011 Credit Agreement included financial covenants requiring a maximum leverage ratio and minimum fixed charge coverage ratio and also contained other customary affirmative and negative covenants and events of default. We were in compliance with our covenants as of January 3, 2016.