0001193125-09-094565 Sample Contracts

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • April 30th, 2009 • Microsemi Corp • Semiconductors & related devices

This Third Amendment to Revolving Credit Agreement (this “Amendment”) is entered into as of January 23, 2009, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Microsemi Corporation (“Parent”), Microsemi Corp. - Power Products Group, Microsemi Corp. - Analog Mixed Signal Group, a Delaware corporation (fka Microsemi Corp. - Integrated Products), Microsemi Corp. – Massachusetts and Microsemi Corp. - Scottsdale (each, an “Existing Borrower” and collectively with Parent, “Existing Borrowers”) and Microsemi Corp. - Analog Mixed Signal Group, Ltd., an Israeli corporation (“Microsemi Israel” or “New Borrower” and together with Existing Borrowers, “Borrowers”).

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Re: Amendment of Restricted Stock Award Agreements
Restricted Stock Award Agreement • April 30th, 2009 • Microsemi Corp • Semiconductors & related devices

Reference is made to those certain Restricted Stock Award Agreements between you and Microsemi Corporation, a Delaware corporation (the “Company”), dated as of October 1, 2007 and September 29, 2008 (the “Agreements”), pursuant to which the Company granted you restricted stock awards (the “2007 Award” and the “2008 Award,” respectively).

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