SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 21, 2020 (this Amendment), is made by and among Microchip Technology Incorporated, as borrower (the Borrower), each Subsidiary Guarantor party hereto, the Lenders party hereto, and JPMorgan Chase Bank, N.A. for itself, as Lender, and as administrative agent for the Lenders (in such capacity, the Administrative Agent), to the Amended and Restated Credit Agreement, dated as of May 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), by and among the Borrower, the lenders from time to time party thereto (the Lenders) and the Administrative Agent.
W I T N E S S E T H :
WHEREAS, the Borrower wishes to refinance certain of its outstanding Indebtedness by the issuance of Permitted Secured Indebtedness (as defined below), the initial Net Cash Proceeds of which shall be applied to finance the cash portion for the repurchase of certain Convertible Debt Securities (the Refinancing Transactions);
WHEREAS, in connection with the intended Refinancing Transactions, the Borrower has requested that the Lenders agree to certain amendments to the Credit Agreement to, among other things, allow for the issuance of secured Permitted Secured Indebtedness and amend certain provisions of Section 6.11 of the Credit Agreement;
WHEREAS, each Lender signatory hereto (a Consenting Lender) and the Administrative Agent have agreed to amend the Credit Agreement as set forth in this Amendment, but only on the terms and subject to the conditions herein provided;
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter contained, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not defined herein have the respective meanings ascribed thereto in the Credit Agreement.
2. Certain Amendments to the Credit Agreement. As of the Second Amendment Effective Date (as defined below) and subject to the satisfaction of the terms and conditions set forth herein:
(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following new definitions in the appropriate alphabetical order:
Convertible Senior Subordinated Notes means the Borrowers 1.625% Convertible Senior Subordinated Notes due 2025 and the 1.625% Convertible Senior Subordinated Notes due 2027.
Convertible Notes Repurchase means any repurchase, in one or more transactions, by the Borrower of outstanding Convertible Senior Subordinated Notes, the cash portion of which shall be financed with the incurrence or issuance of Permitted Secured Indebtedness.
Initial Permitted Secured Indebtedness shall have the meaning assigned to such term in the definition of Permitted Secured Indebtedness.
Minimum Convertible Notes Repurchase Amount means the repurchase by the Borrower, in one or more transactions, on or after the Second Amendment Effective Date and prior