Exhibit



EXECUTION COPY





EXHIBIT 10.1
AUGMENTING LENDER SUPPLEMENT
AUGMENTING LENDER SUPPLEMENT, dated November 10, 2017 (this “Supplement”), to the Amended and Restated Credit Agreement, dated as of June 27, 2013, as amended and restated as of February 4, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Microchip Technology Incorporated (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H
WHEREAS, the Credit Agreement provides in Section 2.20 thereof that any bank, financial institution or other entity may extend Revolving Commitments under the Credit Agreement subject to the approval of the Borrower and the Administrative Agent, by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and
WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto;
NOW, THEREFORE, each of the parties hereto hereby agrees as follows:
1.  The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a 2020 Multicurrency Tranche Commitment with respect to Revolving Loans of $220,000,000.00.
2.  The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.










US-DOCS\95046108.3









3.  The undersigned’s address for notices for the purposes of the Credit Agreement is as follows:
Royal Bank of Canada
Brookfield Place
200 Vesey Street
New York, NY 10281
Attention: Kamran Khan
Email: Kamran.khan@rbccm.com


4.  The parties hereto agree that RBC Capital Markets is hereby designated as a Joint Bookrunner and a Joint Lead Arranger in respect of the credit facility evidenced by the Credit Agreement as modified hereby.
5.  The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.
6.  Terms defined in the Credit Agreement shall have their defined meanings when used herein.
7.  This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.
8.  This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.
9.  This Supplement is a “Loan Document” for purposes of the Credit Agreement.
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IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
	
	
	ROYAL BANK OF CANADA



	 

	By:  /s/  Kamran Khan      

	       Name:  Kamran Khan
       Title:  Authorized Signatory
   








Signagure Page to Augumenting Lender Supplement









Accepted and agreed to as of the date first written above:
MICROCHIP TECHNOLOGY INCORPORATED
		
	By
	/s/ J. Eric Bjornholt     
Name:  J. Eric Bjornholt 
Title:    Vice President and Chief Financial Officer




Signagure Page to Augumenting Lender Supplement









Acknowledged as of the date first written above:
JPMORGAN CHASE BANK, N.A. 
as Administrative Agent
		
	By
	/s/ Caitlin Stewart     
Name:  Caitlin Stewart 
Title:    Vice President




Signagure Page to Augumenting Lender Supplement