EX-10.1



 Exhibit 10.1 
  





 
 October 28, 2017 

Super Micro Computer, Inc. 
 980 Rock Avenue 

San Jose, California 95131 
 Attention: Howard Hideshima, CFO 

 

	 	Re:	Extension Letter 

 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement dated as of June 30, 2016 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), among SUPER MICRO COMPUTER, INC., a Delaware corporation (the “Company”), the Guarantors (defined therein) which are party thereto, SUPER MICRO
COMPUTER B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) formed under the laws of the Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 17102792,
as the “Designated Borrower” thereunder and not as a Guarantor (in such capacity, the “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the
lenders party thereto (“Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. Capitalized terms used and not otherwise defined herein shall have the ascribed meanings as set forth in the
Credit Agreement. 
 As set forth in Section 6.01(a) of the Credit Agreement, Company is required to deliver its audited
Consolidated and consolidating financial statements for the fiscal year ending June 30, 2017 (“FYE 2017 Financial Statements”) together with a Compliance Certificate as required under Section 6.02(b) of the Credit
Agreement (“FYE 2017 Compliance Certificate”), by no later than October 28, 2017. Borrowers have requested that Administrative Agent and Lenders extend the date by which delivery of the FYE 2017 Financial Statements and FYE
2017 Compliance Certificate is required. Subject to the satisfaction of each of the conditions set forth herein, Administrative Agent and Lenders hereby extend the date by which delivery of the FYE 2017 Financial Statements and FYE 2017 Compliance
Certificate is required to January 15, 2018 (“Extended Delivery Date”). The extension set forth above is subject to the following conditions: (i) by no later than October 28, 2017, Company shall deliver to
Administrative Agent its fiscal year ending June 30, 2017 internally prepared Consolidated and consolidating financial statements (“Internally Prepared Statements”) together with a corresponding Compliance Certificate for the
fiscal year ending June 30, 2017, (ii) by no later than the Extended Delivery Date, Company shall have filed with the SEC and deliver to Administrative Agent a 10K Annual Report for the fiscal Year ending June 30, 2017 and a 10Q Quarterly
Report for the quarter ending September 30, 2017, (iii) Company shall promptly report to Administrative Agent any findings in the preparation of the FYE 2017 Financial Statements which are materially different than what was reported in the
Internally Prepared Statements, and (iv) there shall be no material difference between the Internally Prepared Statements and the audited FYE 2017 Financial Statements. 







 Failure to deliver the FYE 2017 Financial Statements, FYE 2017 Compliance Certificate, 10K Annual
Report for the fiscal Year ending June 30, 2017 and 10Q Quarterly Report for the quarter ending September 30, 2017 by the Extended Delivery Date shall result in an immediate Event of Default without the benefit of any cure or grace period.

 The extension and agreements set forth herein shall be limited precisely as written and shall not be deemed to be an extension or an
agreement to any other act by any Borrower which is prohibited by the Credit Agreement. Except as specifically provided above, the extension and agreements set forth herein shall not constitute a waiver or modification of any of the terms of the
Credit Agreement. 
 Regards, 

BANK OF AMERICA, N.A., 

as Administrative Agent and Lender 

 

			
	 By:
	 	 /s/ Thomas R. Sullivan

	 Name:
	 	 Thomas R. Sullivan

	 Title:
	 	 Senior Vice President










 Acknowledged and agreed to 

this 28th day of October, 2017: 
 SUPER MICRO COMPUTER, INC.,

 a Delaware corporation 
  

			
	 By
	 	 /s/ Howard Hideshima

	 Name:
	 	 Howard Hideshima

	 Title:
	 	 CFO


 SUPER MICRO COMPUTER B.V., 

a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) formed under the laws of the
Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 17102792 
  

			
	 By
	 	 /s/ Yih-Shyan Liaw

	 Name:
	 	 Yih-Shyan (Wally) Liaw

	 Title:
	 	 Solely Authorized Statutory Director