MORGAN STANLEY SENIOR FUNDING, INC.Acknowledgment and Consent Letter • December 16th, 2015 • PMC Sierra Inc • Semiconductors & related devices
Reference is hereby made to (i) the Joinder Agreement to Commitment Letter dated as of November 5, 2015 from Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”) addressed to Microsemi Corporation, a Delaware corporation (“Microsemi”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), Deutsche Bank Securities Inc. (“DBSI”) and Deutsche Bank AG New York Branch (together with BTMU and DBSI, “you”) (the “Joinder Agreement”) and (ii) the Second Amended and Restated Commitment Letter (the “Second Amended and Restated Commitment Letter”) and the Second Amended and Restated Fee Letter (the “Second Amended and Restated Fee Letter”), each dated as of November 17, 2015 from Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”) addressed to Microsemi. Capitalized terms used in this letter but not defined herein shall have the meanings assigned to such terms in the Second Amended and Restated Commitment Letter.
MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, NY 10036Joinder Agreement to Commitment Letter • December 16th, 2015 • PMC Sierra Inc • Semiconductors & related devices • Delaware
understood that the Acquisition Agreement executed by the Borrower on October 30, 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.
