Exhibit 10.1


		
			Execution Version
		

		
			SECOND AMENDMENT TO CREDIT AGREEMENT
		

		
			THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed and delivered as of June 5, 2015 by and among PMC-SIERRA, INC., a Delaware corporation (“PMC” or the “Company”), PMC-SIERRA US, INC., a Delaware corporation (“PMC US”, and together with PMC, the “Borrowers” and, each a “Borrower”), Wintegra, Inc., a Delaware corporation (the “Subsidiary Guarantor”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement described below, and certain of the lenders party to the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
		

		
			W I T N E S S E T H:
		

		
			WHEREAS, the Borrowers, the Lenders and the Administrative Agent are party to that certain Credit Agreement, dated as of August 2, 2013 (as amended by that certain Amendment to Credit Agreement, dated as of September 3, 2014, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
		

		
			WHEREAS, the Borrowers have requested the Lenders and the Administrative Agent agree to amend the “Change of Control” definition in the Credit Agreement; and
		

		
			WHEREAS, the Required Lenders and the Administrative Agent have agreed to amend the “Change of Control” definition in the Credit Agreement on the terms and conditions set forth herein.
		

		
			NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:
		

			
	
			
				 1.
			Amendment. Subject to the satisfaction of the condition set forth in Section 2 below, the Borrower, the Required Lenders and the Administrative Agent hereby agree that Section 1.01 of the Credit Agreement is amended by deleting the following parenthetical at the end of clause (b) of the definition of “Change of Control”:




		
			“(excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors)”
		

			
	
			
				 2.
			Condition of Effectiveness. This Amendment shall be deemed to have become effective as of the date hereof, but such effectiveness shall be subject to the condition precedent that the Administrative Agent shall have received executed counterparts of this Amendment duly executed and delivered by each Borrower, the Administrative Agent and the Required Lenders.




			
	
			
				 3.
			Representation and Warranties. Each Loan Party hereby represents and warrants that (i) this Amendment constitutes its legal, valid and binding obligation and is enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) after giving effect to this Amendment, all of the representations and warranties of each Borrower set forth in the Credit Agreement are true and correct in all material respects on and as of the date hereof (except to the extent such





		

		

		 

 

		representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); and (iii) after giving effect to this Amendment, no Default has occurred or is continuing.
		

		
			4.Effect on the Credit Agreement; Reaffirmation; Expenses.
		

			
	
			
				 (a)
			Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as modified hereby.




			
	
			
				 (b)
			Except as expressly set forth herein, (i) the execution, delivery and effectiveness of this Amendment shall neither operate as a waiver of any rights, power or remedy of the Agents or the Lenders under the Credit Agreement or any other documents executed in connection with the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement nor any other document executed in connection therewith and (ii) the Credit Agreement shall remain in full force and effect in accordance with its original terms.




			
	
			
				 (c)
			Each Loan Party (i) agrees that this Amendment shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, the Credit Agreement and each other Loan Document to which it is a party, (ii) confirms, ratifies and reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, and (iii) agrees that the Credit Agreement and each other Loan Document to which it is a party remain in full force and effect and are hereby ratified and confirmed.




			
	
			
				 (d)
			This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement. The Borrowers agree to reimburse the Administrative Agent for all reasonable and documented, out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the Amendment.




		
			5.GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN 
		

		
			ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Without limiting the general applicability of the foregoing and the terms of the other Loan Documents to this Amendment and the parties hereto, the terms of Section 10.14, Section 10.15 and Section 10.16 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.
		

		
			6.Headings. Section headings in this Amendment are included herein for 
		

		
			convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
		

		
			7.Counterparts. This Amendment may be executed by one or more of the parties 
		

		
			on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.
		

		
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		IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						 

					
					
						PMC-SIERRA, INC.

				
	
					
						 

					
					
						By: /s/ Gregory S. Lang

				
	
					
						 

					
					
						Name: Gregory S. Lang

				
	
					
						 

					
					
						Title: President & CEO

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						 

					
					
						PMC-SIERRA US, INC.

				
	
					
						 

					
					
						By: /s/ Steven J. Geiser

				
	
					
						 

					
					
						Name: Steven J. Geiser 

				
	
					
						 

					
					
						Title: President

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						 

					
					
						WINTEGRA, INC.

				
	
					
						 

					
					
						By: /s/ Alinka Flaminia

				
	
					
						 

					
					
						Name: Alinka Flaminia

				
	
					
						 

					
					
						Title: Director & Secretary

				



		
			 
		

		
			 
		

		
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			Signature Page to

		


		

			Second Amendment to Credit Agreement

		


		

			 

		




 

		
		

			
					
						 

					
					
						 

				
	
					
						 

					
					
						BANK OF AMERICA, N.A., as Administrative Agent

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By: /s/ Erik M. Truette

				
	
					
						 

					
					
						Name: Erik M. Truette 

				
	
					
						 

					
					
						Title: Vice President 

				



		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
						 

					
						 

				
	
					
						 

					
					
						BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By: /s/ My-Linh Yoshiike

				
	
					
						 

					
					
						Name: My-Linh Yoshiike

				
	
					
						 

					
					
						Title: Vice President

				



		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
						 

					
						 

				
	
					
						 

					
					
						Silicon Valley Bank, as a Lender 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By: /s/ Wendy Wong

				
	
					
						 

					
					
						Name: Wendy Wong

				
	
					
						 

					
					
						Title: VP

				



		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
						 

					
						 

				
	
					
						 

					
					
						MUFG Union Bank N.A., as a Lender

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By: /s/ Raed Alfayoumi

				
	
					
						 

					
					
						Name: Raed Alfayoumi

				
	
					
						 

					
					
						Title: Director

				



		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
						 

					
						 

				
	
					
						 

					
					
						Bank of the West, as a Lender 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By: /s/ Helen Huang

				
	
					
						 

					
					
						Name: Helen Huang

				
	
					
						 

					
					
						Title: Vice President

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		 


		

			Signature Page to

		


		

			Second Amendment to Credit Agreement