EX 10.3 Credit agreement amendment


Exhibit 10.3


Execution Version
AMENDMENT No. 1 TO CREDIT AGREEMENT


AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”), dated as of June 27,
2014, to that certain Credit Agreement, dated as of December 6, 2013 (as amended, supplemented or
otherwise modified prior to the date hereof, the “Credit Agreement”) among ATMEL CORPORATION,
a Delaware corporation (the “Borrower”), the lenders from time to time party thereto and MORGAN
STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative
Agent”).
RECITALS:
WHEREAS, Section 9.02 of the Credit Agreement permits the Credit Agreement to be
amended from time to time by the Borrower and the Lenders directly affected thereby
(the “Affected Lenders”); and


WHEREAS, the Borrower, the Administrative Agent and the Lenders identified on the
signature pages hereto which collectively constitute the Affected Lenders have agreed to amend
certain provisions of the Credit Agreement, subject to the terms and conditions set forth herein.


NOW, THEREFORE, the parties hereto agree as follows:


Section 1. Defined Terms. Unless otherwise specifically defined herein, each term used herein
(including in the recitals above) that is defined in the Credit Agreement has the meaning assigned to
such term in the Credit Agreement.


Section 2. Amendment to Credit Agreement.


(a) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby
amended by replacing the phrase “first fiscal quarter ending at least three months after the Effective Date”
at the end of clause (iii) thereof with the following phrase “fiscal year ending on December 31, 2013”.


Section 3. Conditions. This Agreement shall become effective as of the first date (the “Effective
Date”) when the Administrative Agent shall have received from the Borrower, each Affected Lender and
the Administrative Agent an executed counterpart hereof or other written confirmation (in form
satisfactory to the Administrative Agent) that such party has signed a counterpart hereof.


Section 4. Representations of the Borrower. The Borrower represents and warrants that:


(a) each of the representations and warranties made by any Loan Party in or pursuant to the Loan
Documents is true and correct in all material respects on and as of the Effective Date (except that (x) such
materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof and (y) to the extent such representations and warranties are
specifically made as of an earlier date, in which case such representations and warranties were true and
correct in all material respects as of such date); and


(b) no Default or Event of Default has occurred and is continuing on and as of the Effective Date.







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Section 5. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.


Section 6. Effect of This Agreement. Except as expressly set forth herein, this Agreement shall not
by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and
remedies of any Lender or Administrative Agent under the Credit Agreement or any other Loan
Document, and 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 Loan Document, all
of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein
shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.


Section 7. Counterparts. This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.


Section 8. Miscellaneous. This Agreement shall constitute a Loan Document for all purposes of
the Credit Agreement. In accordance with Section 9.03 of the Credit Agreement, the Borrower agrees to
reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in
connection with this Agreement, including the reasonable and documented fees, charges and
disbursements of counsel for the Administrative Agent.






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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


	
			
	ATMEL CORPORATION, as the Borrower

	 
	 
	 

	 
	By:
	/s/ Rick Monson

	 
	Name:
	Rick Monson

	 
	Title:
	VP, Tax, Treasury and Procurement




















































































[Amendment No. 1 to Credit Agreement – Signature Page]

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	MORGAN STANLEY SENIOR FUNDING, INC., as the Swingline Lender and as Administrative Agent 

	 
	 

	By:
	/s/ Stephen B. King

	Name:
	Stephen B. King

	Title:
	VP




































































































[Amendment No. 1 to Credit Agreement – Signature Page]



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	MORGAN STANLEY BANK, N.A., as the Issuing Bank and as a Lender

	 
	 

	By:
	/s/ Stephen B. King

	Name:
	Stephen B. King

	Title:
	Authorized Signatory


































































































[Amendment No. 1 to Credit Agreement – Signature Page]



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	BANK OF AMERICA, N.A., as a Lender

	 
	 

	By:
	/s/ Jeanette Ly

	Name:
	Jeanette Ly

	Title:
	Vice President 


































































































[Amendment No. 1 to Credit Agreement – Signature Page]





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	BNP PARIBAS, as a Lender

	 
	 

	By:
	/s/ Gregory Paul

	Name:
	Gregory Paul

	Title:
	Managing Director

	 
	 

	By:
	/s/ Todd Rodgers

	Name:
	Todd Rodgers

	Title:
	Director
























































































[Amendment No. 1 to Credit Agreement – Signature Page]





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	GOLDMAN SACHS BANK USA, as a Lender

	 
	 

	By:
	/s/ Michelle Latzoni

	Name:
	Michelle Latzoni

	Title:
	Authorized Signatory


































































































[Amendment No. 1 to Credit Agreement – Signature Page]





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	SUNTRUST BANK, as a Lender

	 
	 

	By:
	/s/ Johnetta Bush

	Name:
	Johnetta Bush

	Title:
	Vice President 


































































































[Amendment No. 1 to Credit Agreement – Signature Page]





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	UNION BANK N.A., as a Lender

	 
	 

	By:
	/s/ Annabella Guo

	Name:
	Annabella Guo

	Title:
	Vice President 


































































































[Amendment No. 1 to Credit Agreement – Signature Page]





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	HSBC BANK USA, N.A., as a Lender

	 
	 

	By:
	/s/ Adriana D Collins

	Name:
	Adriana D Collins

	Title:
	Vice President


































































































[Amendment No. 1 to Credit Agreement – Signature Page]





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