exhibit101






                                                           EXECUTION VERSION                     AMENDMENT NO. 8 TO CREDIT AGREEMENT               THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of May 2, 2018 (this  “Amendment”), by and among MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (f/k/a M/A- COM  Technology  Solutions  Holdings,  Inc.),  a  Delaware  corporation  (the  “Borrower”),  GOLDMAN  SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”),  Swing Line Lender and an L/C Issuer, the other L/C Issuer signatory hereto, the Extending Revolving  Credit  Lenders  (as  defined  below)  and  the  Lenders  constituting  Required  Revolving  Credit  Lenders  (capitalized  terms  used  but  not  defined  herein  having  the  meanings  provided  in  the  Credit  Agreement  referred to below).                                     RECITALS:               WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of May  8, 2014 (as amended by (i) that certain Incremental Amendment, dated as of February 13, 2015, (ii) that  certain  Incremental  Term  Loan  Amendment,  dated  as  of  August  31,  2016,  (iii)  that  certain  Second  Incremental  Amendment,  dated  as  of  March  10,  2017,  (iv)  that  certain  Amendment  No.  4  to  Credit  Agreement, dated as of March 10, 2017, (v) that certain Refinancing Amendment, dated as of March 10,  2017, (vi) that certain Second Refinancing Amendment, dated as of May 19, 2017 and (vii) that certain  Second  Incremental  Term  Loan  Amendment,  dated  as  of  May  19,  2017,  collectively,  the  “Credit  Agreement,”  and,  as  amended  by  this  Amendment,  the  “Amended  Credit  Agreement”),  among  the  Borrower, each Lender from time to time party thereto and GS as the Administrative Agent, the Collateral  Agent, the Swing Line Lender and an L/C Issuer;               WHEREAS, Section 2.18 of the Credit Agreement permits the Borrower to request that  Lenders  under  any  Existing  Revolving  Credit  Loan  Facility  (each  such  Lender  as  of  the  date  hereof,  immediately prior to the Eighth Amendment Effective Date (as defined below), an “Existing Lender”)  extend the scheduled final maturity date with respect to all or a portion of their Existing Revolving Credit  Commitments  (as  defined  below)  by  converting  all  or  a  portion  of  such  Existing  Revolving  Credit  Commitments  into  Extended  Revolving  Credit  Commitments  pursuant  to  the  procedures  described  therein;               WHEREAS, in accordance with such procedures, the Borrower has requested that each  Existing Lender extend the scheduled final maturity of its Revolving Credit Commitments (the “Existing  Revolving Credit Commitments”), such extension to be effected by converting the Existing Revolving  Credit Commitments of such Existing Lender into Extended Revolving Credit Commitments subject to  the terms and conditions set forth herein;               WHEREAS,  each  Existing  Lender  party  hereto  agrees,  subject  to  the  terms  and  conditions set forth herein, to convert the amount of the Existing Revolving Credit Commitments held by  such Existing Lender and specified on its Revolving Credit Extension Election in the form attached hereto  as Exhibit A (a “Revolving Credit Extension Election”) into Extended Revolving Credit Commitments  (each such Existing Lender with respect to its Existing Revolving Credit Commitments so converted, an  “Extending Revolving Credit Lender” and, collectively, the “Extending Revolving Credit Lenders”);               WHEREAS, Section 2.18(c) of the Credit Agreement permits, subject to the limitations  set forth therein, (i) the Borrower, the Administrative Agent, each Extending Revolving Credit Lender,  the Swing Line Lender and each applicable L/C Issuer to enter into an Extension Amendment without the  consent  of any  Lender  other than the  Extending  Revolving  Credit  Lenders to reflect the  existence and  terms of the Extended Revolving Credit Commitments incurred pursuant to such Extension Amendment    1994182-NYCSR07A - MSW  





 






(including  changes  and  additional  terms  as  agreed  by  the  Extending  Revolving  Credit  Lenders  and  permitted  under  Section  2.18(a)  of  the  Credit  Agreement)  and  (ii)  any  such  Extension  Amendment  to  effect such other amendments to the Credit Agreement as may be necessary or appropriate to effect the  amendments referred to or contemplated by clause (i) above;               WHEREAS,  pursuant  to  Section  10.01  of  the  Credit  Agreement,  the  Borrower,  the  Administrative  Agent  and  the  Revolving  Credit  Lenders  party  hereto,  who  shall  on  the  Eighth  Amendment Effective Date constitute the Required Revolving Credit Lenders, agree to certain additional  amendments to the Credit Agreement as set forth herein;               NOW, THEREFORE, in consideration of the premises and agreements, provisions and  covenants herein contained, the parties hereto agree as follows:                  SECTION 1.  Extension Amendment.  Subject to the satisfaction of the conditions     set forth in Section 4 hereof:               (a)   Each Extending Revolving Credit Lender that executes and delivers a Revolving  Credit Extension Election hereby (i) agrees that posting of a draft of this Amendment for review by the  Existing Lenders shall constitute an Extension Request and confirms receipt of such Extension Request;  (ii)  consents  to  the  terms  of  this  Amendment;  (iii)  irrevocably  offers  for  conversion  into  a  Revolving  Credit Loan Extension Series on the terms and conditions set forth herein in the amount of the Existing  Revolving  Credit  Commitments  held  by  such  Extending  Revolving  Credit  Lender  and  specified  on  its  Revolving Credit Extension Election; and (iv) agrees that the amount of the Existing Revolving Credit  Commitments  held by  such  Extending  Revolving  Credit  Lender  and  specified  on  its  Revolving  Credit  Extension  Election  shall  be  converted  into  Extended  Revolving  Credit  Commitments  as  of  the  Eighth  Amendment  Effective  Date  pursuant  to  the  provisions  of  Section  2.18  of  the  Credit  Agreement  and  consents to all of the amendments set forth in Sections 2 and 3 hereof below.               (b)   If  the  Revolving  Credit  Commitment  of  a  Revolving  Credit  Lender  is  not  extended,  then  such  Non-Extending  Revolving  Credit  Lender  shall  continue  to  be  obliged  to  make  its  proportion of Revolving Credit Loans, Swing Line Loans and L/C Advances available to the Borrower on  and prior to the Maturity Date applicable to its Non-Extended Revolving Credit Commitment and on such  Maturity Date, (i) the Non-Extended Revolving Credit Commitment of such Non-Extending Revolving  Credit Lender shall be automatically terminated and any Revolving Credit Loans then owing to such Non- Extending  Revolving  Credit  Lender  shall  be  repaid  in  full  together  with  accrued  and  unpaid  interest  thereto  and  all  other  amounts  owing  under  the  Credit  Agreement  to  such  Non-Extending  Revolving  Credit Lender; and (ii) the aggregate amount of Revolving Credit Commitments shall be deemed to be  reduced by the amount of such terminated Non-Extended Revolving Credit Commitment.               (c)   It  is  hereby  agreed  that  this  Amendment  shall  be  deemed  to  be  an  “Extension  Amendment”, the Revolving Credit Commitments shall be deemed to be an “Existing Revolving Credit  Loan  Facility”  and  “Existing  Revolving  Credit  Commitments”,  the  Revolving  Credit  Loans  under  the  Extended Revolving Credit Commitments shall be deemed to be “Extended Revolving Credit Loans” and  the  Extended  Revolving  Credit  Commitments  shall  be  deemed  to  be  “Extended  Revolving  Credit  Commitments” and a “Revolving Credit Loan Extension Series”, in each case, under and as defined in the  Credit Agreement for all purposes of the Credit Agreement.               (d)   Each  L/C  Issuer  party  hereto  and  each  Extending  Revolving  Credit  Lender  hereby  agrees  that,  notwithstanding  the  extension  of  the  Existing  Revolving  Credit  Commitments,  the  Letters  of  Credit  outstanding  on  the  Eighth  Amendment  Effective  Date  (without  giving  effect  to  this  Amendment) shall remain outstanding, and each such Extending Revolving Credit Lender further agrees                                        2   1994182-NYCSR07A - MSW  





 






that  it  shall  be bound by  the  applicable  provisions  of  Section  2.03 of the  Credit  Agreement in respect  thereof.                  SECTION 2.  Amendments to Article I of the Credit Agreement.  Article I of the     Credit Agreement is hereby amended as follows:               (a)   Section 1.01 of the Credit Agreement is hereby amended by adding the following  new definition in the appropriate alphabetical order:               ““Eighth Amendment” means Amendment No. 8 to Credit Agreement, dated as of May              2, 2018, by and among the Borrower, the Administrative Agent, the Extending Revolving              Credit Lenders (as defined therein), the Required Revolving Credit Lenders, the Swing              Line Lender and the L/C Issuers.”               (b) Section 1.01 of the Credit Agreement is hereby amended by amending and restating  the definition of “Maturity Date” in its entirety to read as follows:               ““Maturity  Date”  means  (i)  with  respect  to  the  Revolving  Credit  Commitments  and              Swing Line Loans that have not been extended pursuant to Section 2.18, the date that is              five (5) years after the Closing Date (the “Original Revolving Credit Maturity Date”),              (ii) with respect to the Initial Term Loans that have not been extended pursuant to Section              2.17, the date that is seven (7) years after the Second Refinancing Amendment Effective              Date  (the  “Original  Term  Loan  Maturity  Date”),  (iii)  with  respect  to  any  Extended              Term Loans of a given Term Loan Extension Series, the final maturity date as specified              in the applicable Extension Amendment accepted by the respective Lender or Lenders,              (iv) with respect to any Extended Revolving Credit Commitments of a given Revolving              Credit  Loan  Extension  Series,  the  final  maturity  date  as  specified  in  the  applicable              Extension Amendment accepted by the respective Lender or Lenders, (v) with respect to              those Extended Revolving Credit Commitments converted pursuant to the terms of the              Eighth  Amendment  and  the  Revolving  Credit  Loan  Extension  Series  thereunder,              November  8,  2021,  (vi)  with  respect  to  any  Refinancing  Term  Loans,  Refinancing              Revolving  Credit  Commitments  or  Refinancing  Revolving  Credit  Loans,  the  final              maturity date as specified in the applicable Refinancing Amendment, (vii) with respect to              any  New  Term  Loan,  New  Revolving  Credit  Commitments  or  New  Revolving  Credit              Loans, the final maturity date as specified in the applicable Incremental Amendment and              (viii) with respect to Replacement Term Loans, the final maturity date as specified in the              applicable amendment  to  this  Agreement in  respect of  such  Replacement Term  Loans;              provided, in each case, that if such day is not a Business Day, the applicable Maturity              Date shall be the Business Day immediately preceding such day.”                  SECTION 3.  Ancillary  Amendments  to  Extension  Amendment.   Subject  to  the     satisfaction of the conditions set forth in Section 4 hereof, the following amendments to the Credit     Agreement shall be in effect on and from the Eighth Amendment Effective Date and remain in effect     until  the  occurrence  of  the  Financial  Covenant  Compliance  Date  (as  defined  below).   Upon  the     occurrence of the Financial Covenant Compliance Date, the amendments in this Section 3 shall no     longer be in effect and, except with respect to the amendments to the Credit Agreement in Sections 1     and 2 above, the terms of the Credit Agreement shall revert to those as in effect immediately prior to     the Eighth Amendment Effective Date.                                          3   1994182-NYCSR07A - MSW  





 






            (a)   From  the  Eighth  Amendment  Effective  Date  until  the  Financial  Covenant  Compliance Date, Section 7.11 of the Credit Agreement is hereby amended and restated in its entirety to  read as follows:               “(a)  Subject  to  Section  7.11(b),  on  any  Compliance  Date,  permit  the  Total  Net              Leverage Ratio as of such Compliance Date to be greater than 4.50:1.00.                (b)   Notwithstanding  anything  in  Section  7.11(a)  above,  if  and  for  so  long  as  the              Borrower and its Restricted Subsidiaries fail to satisfy either of the conditions set forth in              clauses  (i)  and  (ii)  of  Section  7.11(c)  (the  “Financial  Covenant  Conditions”)  (the              occurrence  of such  event, a “Financial  Covenant  Event”), the  Borrower  shall  not,  on              any Compliance Date occurring on and after the occurrence and during the continuation              of  a  Financial  Covenant  Event,  permit  the  Total  Net  Leverage  Ratio  as  of  such              Compliance Date to be greater than 2.00:1.00.              (c)   It is understood and agreed that:                     (i)   On  and  after  the  Eighth  Amendment  Effective  Date,  it  shall  be  a                    Financial  Covenant  Condition  that  the  Borrower  not,  nor  shall  the  Borrower                    permit any Restricted Subsidiary to, have made any  Investment on or after the                    Eighth Amendment Effective Date in reliance on Section 7.02(ff), unless, at the                    time of the earlier of the date on which such Investment was made and the date                    on which the definitive agreement governing the relevant Investment containing                    a legally binding commitment to make such Investment was made, the Borrower                    was  in  compliance  with  a  Total  Net  Leverage  Ratio  of  equal  to  or  less  than                    3.00:1.00  (calculated  on  a  Pro  Forma  Basis)  as  of  the  last  day  of  the  most                    recently ended Test Period on or prior to the date of determination.                     (ii)  On  and  after  the  Eighth  Amendment  Effective  Date,  it  shall  be  a                    Financial  Covenant  Condition  that  the  Borrower  not,  nor  shall  the  Borrower                    permit any Restricted Subsidiary to, have declared or made, directly or indirectly,                    on  or  after  the  Eighth  Amendment  Effective  Date,  any  Restricted  Payment  in                    reliance  on  Section  7.06(i)  unless,  immediately  prior  to  such  declaration  and                    payment, the Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of                    the  last  day  of  the  most  recently  ended  Test  Period  on  or  prior  to  the  date  of                    determination was equal to or less than 3.00:1.00.               (d)   For  the  avoidance  of  doubt,  (i)  failure  to  satisfy  any  Financial  Covenant              Condition shall have no effect other than a Financial Covenant Event subject to and as              described in Section 7.11(b) and (ii) the Financial Covenant Conditions shall only be in              effect until the Financial Covenant Compliance Date.               (e)   As used in this Section 7.11:                     “Eighth Amendment Effective Date” means May 2, 2018.                    “Financial  Covenant  Compliance  Date”  means,  at  any  time  after  the  Eighth                    Amendment  Effective  Date,  the  last  day  of  the  most  recent  period  of  two                    consecutive  fiscal  quarters  of  the  Borrower  ended  on  or  prior  to  such  time  in                    respect  of  which  financial  statements  for  each  quarter  or  fiscal  year  in  such                    period have been or are required to be delivered pursuant to Section 6.01(a) or                                        4   1994182-NYCSR07A - MSW  





 






                  (b), as applicable, on which the Total Net Leverage Ratio at the end of each of                    such fiscal quarters was less than 4.00:1:00.               (f)   The provisions of this Section 7.11 are for the benefit of the Revolving Credit        Lenders  only  and  the  Required  Revolving  Credit  Lenders  may  (a)  amend,  waive  or  otherwise        modify this Section 7.11 or the defined terms used solely for purposes of this Section 7.11 or (b)        waive any Default resulting from a breach of this Section 7.11, in each case under the foregoing        clauses (a) and (b), without the consent of any Lenders other than the Required Revolving Credit        Lenders in accordance with the provisions of Section 10.01.”                  SECTION 4.  Conditions to Effectiveness.  This Amendment and the obligations of     each Extending Revolving Credit Lender hereunder shall become effective on the date hereof (such     date,  the  “Eighth  Amendment  Effective  Date”)  upon  satisfaction  (or,  with  respect  to  Sections     4(a)(ii), (v) and (vi) only, waiver by the Administrative Agent) of each of the following conditions:               (a) The Administrative Agent shall have received the following, each of which shall be  originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals):                     (i)   the Borrower’s executed counterpart signature page to this Amendment;                     (ii)  each  Guarantor’s  executed  counterpart  signature  page  to  the        acknowledgment attached to this Amendment;                     (iii) an executed counterpart signature page to this Amendment by each (A)        Required Revolving Credit Lender, (B) Swing Line Lender and (C) L/C Issuer;                     (iv)  an  executed  Revolving  Credit  Extension  Election  by  each  Extending        Revolving Credit Lender;                     (v)   a  customary  opinion  from  Ropes  &  Gray  LLP,  counsel  to  the  Loan        Parties;                     (vi)  such  certificates  of  good  standing  or  status  (to  the  extent  that  such        concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction        of  organization  of  each  Loan  Party,  a  certificate  of  customary  resolutions  or  other  customary        action of each Loan Party, a customary certificate of a Responsible Officer of each Loan Party        and an incumbency certificate of each Loan Party evidencing the identity, authority and capacity        of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with        this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a        party on the Eighth Amendment Effective Date; and                     (vii) copies of recent Uniform Commercial Code, tax and intellectual property        Lien  searches  and  copies  of  judgment  searches,  in  each  case,  in  each  jurisdiction  reasonably        requested by the Administrative Agent in respect of the Loan Parties.               (b) Immediately before and immediately after giving effect to this Amendment, no Event  of Default shall exist.               (c) Immediately  before  and  immediately  after  giving  effect  to  this  Amendment,  the  representations and warranties of the Borrower and each other Loan Party contained in Article V of the  Credit  Agreement  or  in  any  other  Loan  Document  shall  be  true  and  correct  in  all  material  respects;                                        5   1994182-NYCSR07A - MSW  





 






provided that, to the extent that such representations and warranties specifically refer to an earlier date,  they shall be true and correct in all material respects as of such earlier date; provided, further, that, any  representation  or  warranty  that  is  qualified  as  to  “materiality,”  “Material  Adverse  Effect”  or  similar  language shall be true and correct in all respects.               (d) The Administrative Agent shall have received payment of all expenses required to be  paid  or  reimbursed  by  any  Loan  Party  under  or  in  connection  with  this  Amendment,  including  those  expenses set forth in Section 11 hereof, in each case, to the extent invoiced in reasonable detail prior to  the date hereof.               (e)  The Borrower shall have paid to the Administrative Agent, for the account of each  Extending Revolving Credit Lender, an extension fee equal to 0.20% of such Extending Revolving Credit  Lender's Extended Revolving Credit Commitment on the Eighth Amendment Effective Date, payable in  full on, and subject to the occurrence of, the Eighth Amendment Effective Date.               (f) The  Administrative  Agent  shall  have  received  a  certificate,  dated  the  Eighth  Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction  of the conditions set forth in Sections 4(b) and (c) of this Amendment.               Other than the conditions set forth in this Section 4 and in Section 2.18(c) of the Credit  Agreement, there are no other conditions (express or implied) to the Eighth Amendment Effective Date.                   SECTION 5.  Representations and Warranties.  Each of the Loan Parties represents     and warrants to the Administrative Agent and the Lenders party hereto that this Amendment has been     duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation,     enforceable against such Loan Party in accordance with its 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.                  SECTION 6.  Counterparts.   This  Amendment  may  be  executed  in  counterparts     (and by different parties hereto in different counterparts), each of which shall constitute an original,     but  all  of  which  when  taken  together  shall  constitute  a  single  contract.   Delivery  of  an  executed     counterpart  of  a  signature  page  of  this  Amendment  by  facsimile  transmission  or  other  electronic     imaging  means  (including  in  .pdf  format)  shall  be  effective  as  delivery  of  a  manually  executed     counterpart of this Amendment.                  SECTION 7.  Governing  Law  and  Waiver  of  Right  to  Trial  by  Jury.   THIS     AMENDMENT  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN  ACCORDANCE  WITH,     THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury     provisions in Sections 10.15 and 10.16 of the Credit Agreement are incorporated herein by reference     mutatis mutandis.                  SECTION 8.  Headings.   The  headings  of  this  Amendment  are  for  purposes  of     reference only and shall not limit or otherwise affect the meaning hereof.                  SECTION 9.  Reaffirmation.  (a) The Borrower hereby expressly acknowledges the     terms  of  this  Amendment  and  acknowledges  that  the  Extended  Revolving  Credit  Commitments     constitute Obligations under the Amended Credit Agreement, and reaffirms, as of the date hereof, (i)     the covenants and agreements contained in each Loan Document to which it is a party, as in effect     immediately after giving effect to this Amendment and the transactions contemplated hereby, and (ii)                                         6   1994182-NYCSR07A - MSW  





 






   its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents to     which it is a party.               (b) Each Guarantor, by signing the acknowledgment attached to this Amendment, in its  capacity  as  a  Guarantor  under  the  Guaranty  to  which  it  is  a  party,  acknowledges  and  agrees  that  the  Extended Revolving Credit Commitments constitute Obligations under the Amended Credit Agreement  and that the guarantee contained in the Guaranty is, and shall remain, in full force and effect immediately  after  giving  effect  to  this  Amendment  and  reaffirms,  as  of  the  date  hereof,  (i)  the  covenants  and  agreements contained in each Loan Document to which it is a party, as in effect immediately after giving  effect  to  this  Amendment  and  the  transactions  contemplated  hereby,  and  (ii)  its  grant  of  Liens  on  the  Collateral to secure the Obligations pursuant to the Collateral Documents to which it is a party.                  SECTION 10. Effect  of  Amendment;  References  to  the  Credit  Agreement;     Miscellaneous.  Except as expressly set forth herein, this Amendment (a) shall not by implication or     otherwise  limit,  impair,  constitute  a  waiver  of  or  otherwise  affect  the  rights  and  remedies  of  the     Lenders or the Agents under the Credit Agreement or any other Loan Document, and (b) shall not     alter,  modify,  amend  or  in  any  way  affect  any  of  the  terms,  conditions,  obligations,  covenants  or     agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any     other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full     force  and  effect  as  amended  by  this  Amendment  (as  applicable).  All  references  to  the  Credit     Agreement  in  any  document,  instrument,  agreement,  or  writing  shall  from  and  after  the  Eighth     Amendment Effective Date be deemed to refer to the Amended Credit Agreement, and, as used in the     Amended Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and     words  of  similar  import  shall  mean,  from  and  after  the  Eighth  Amendment  Effective  Date,  the     Amended Credit Agreement.                  SECTION 11. Expenses.   The  Borrower  agrees  to  reimburse  the  Administrative     Agent  for  its  reasonable  out-of-pocket  expenses  in  connection  with  this  Amendment  to  the  extent     required under Section 10.04 of the Amended Credit Agreement.                                [Signature Pages Follow]                                         7   1994182-NYCSR07A - MSW