EX-10.1



 Exhibit 10.1 

Execution Copy 

INCREMENTAL AMENDMENT 

INCREMENTAL AMENDMENT, dated as of February 13, 2015 (this “Amendment”), by and among MORGAN STANLEY SENIOR FUNDING,
INC. (the “Incremental Revolving Lender”), M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC., a Delaware corporation (the “Borrower”) and GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such
capacity, the “Administrative Agent”) under the Credit Agreement referred to below. 
 RECITALS: 

WHEREAS, reference is hereby made to the Credit Agreement, dated as of May 8, 2014 (as amended, restated, supplemented or modified from
time to time, the “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 (capitalized terms used but not
defined herein having the meanings provided in the Credit Agreement); 
 WHEREAS, pursuant to Section 2.14 of the Credit Agreement and
subject to the terms and conditions contained herein, the Borrower has requested, and the Incremental Revolving Lender has agreed to provide, an increase to the Revolving Credit Commitments in the amount of $30,000,000; 

WHEREAS, subject to the terms and conditions of the Credit Agreement and this Amendment, the Incremental Revolving Lender shall become a
Revolving Credit Lender under the Credit Agreement pursuant to this Amendment; and 
 NOW, THEREFORE, in consideration of the premises and
agreements, provisions and covenants herein contained, the parties hereto agree as follows: 
 Section 1 Revolving Commitment Increase.
Subject to the terms and conditions set forth herein, each party hereto acknowledges and agrees that (a) the Revolving Credit Commitments shall be increased by $30,000,000 on the Incremental Amendment Effective Date (as defined below) (such
increase in commitments, the “Revolving Credit Commitment Increase”), (b) from and after the Incremental Amendment Effective Date (i) the aggregate amount of Revolving Credit Commitments shall be $130,000,000,
(ii) the Incremental Revolving Lender shall have a Revolving Credit Commitment of $30,000,000 and (iii) the Incremental Revolving Lender shall for all purposes be deemed a Revolving Credit Lender, (c) for the avoidance of doubt, the
Incremental Revolving Lender’s Revolving Credit 
 Commitments shall be of the same Class and subject to identical terms (including, without limitation,
with respect to the Applicable Rate, Maturity Date and commitment fees) as the Revolving Credit Commitments existing immediately prior to giving effect to this Amendment and (d) the Borrower has elected to use clause (a) of the definition
of “Available Incremental Amount” to effectuate the increase in Revolving Credit Commitments contemplated hereby. 
 Furthermore,
the Incremental Revolving Lender, by delivering its signature page to this Amendment on the Incremental Amendment Effective Date, (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with
copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent 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;
(iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as
a Revolving Credit Lender. 







 Section 2 Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

 (a) Section 1.01 of the Credit Agreement is hereby amended by deleting the last sentence contained in the definition
of “Revolving Credit Commitment” and substituting in lieu thereof the following: 
 “The aggregate amount of
the Revolving Credit Commitments on the Incremental Amendment Effective Date is $130,000,000 (subject, for the avoidance of doubt, to the Alternative Currency Limit with respect to any Outstanding Amount denominated in an Alternative
Currency).” 
 (b) Section 1.01 of the Credit Agreement is hereby amended by adding the following new definition in
the appropriate alphabetical order: 
 ““Incremental Amendment Effective Date” means
February 13, 2015.” 
 (c) Schedule 2.01 to the Credit Agreement is hereby amended by deleting the first table
contained therein and substituting in lieu thereof the following table: 
  

					
	 Lender
	  	Revolving Credit Commitment	 
	 Goldman Sachs Bank USA
	  	$	45,000,000	  
	 Bank of America, N.A.
	  	$	30,000,000	  
	 Morgan Stanley Senior Funding, Inc.
	  	$	30,000,000	  
	 RBS Citizens, N.A.
	  	$	25,000,000	  

 Section 3 Conditions to Effectiveness. This Amendment and the obligations of the
Incremental Revolving Lender to provide its Revolving Credit Commitments shall become effective on the date hereof (such date, the “Incremental Amendment Effective Date”) upon satisfaction (or, with respect to Sections 3(a)(ii),
(iii) and (iv) 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 counterpart signature page to this Amendment; 

(ii) each Guarantor’s counterpart signature page to the acknowledgment attached to this Amendment; 

  
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 (iii) a customary opinion from Ropes & Gray LLP, counsel to the Loan
Parties; and 
 (iv) 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 Incremental Amendment Effective Date. 
 (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, all Specified Representations shall be true and correct in all material respects; provided that, to the extent that such Specified Representations 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 Specified Representation 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 10 hereof, in each case, to the extent invoiced in reasonable detail prior to the date
hereof. 
 Other than the conditions set forth in this Section 3, there are no other conditions (express or implied) to the Incremental
Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 3, to the extent the Incremental Revolving Lender has signed this Amendment, it shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Incremental Revolving Lender under this Amendment unless the Administrative Agent shall have
received notice from the Incremental Revolving Lender prior to the Incremental Amendment Effective Date specifying its objection thereto. 

Section 4 Representations and Warranties. Each of the Loan Parties represents and warrants to the Administrative Agent, the Lenders and the
Incremental Revolving Lender 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. 

  
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 Section 5 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 6 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 Section 10.15 and 10.16 of the Credit Agreement are incorporated herein by reference mutatis mutandis.  

Section 7 Headings. 
 The
headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
 Section 8
Reaffirmation.  
 (a) The Borrower hereby expressly acknowledges the terms of this Amendment and acknowledges that the
Revolving Credit Commitment Increase constitutes Obligations under the 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) 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 Revolving Credit Commitment Increase constitutes Obligations under the 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 9 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 Incremental Amendment Effective Date be deemed to refer to the Credit Agreement as amended hereby, and, as used in
the Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and words of similar import shall mean, from and after the Incremental Amendment Effective Date, the Credit
Agreement as amended hereby. 

  
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 Section 10 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 Credit Agreement. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Amendment as of the date first written above. 
  

			
	M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
		
	By:		




			Name:    Robert McMullan
			Title:      Senior Vice President and Chief
			               Financial Officer


 [Incremental Amendment] 







 
			
	 GOLDMAN SACHS BANK USA,
 as
Administrative Agent

		
	By:		




			Name: Anisha Malhotra
			Title: Authorized Signatory


 [Incremental Amendment] 







 
			
	 MORGAN STANLEY SENIOR FUNDING, INC.,

as the Incremental Revolving Lender

		
	By:		




			Name: Jon Rauen
			Title: Authorized Signatory


 [Incremental Amendment] 







 
			
	Acknowledged and agreed with respect to Section 8(b) of the Amendment to which this acknowledgment is attached by:
	
	M/A-COM AUTO SOLUTIONS INC.
		
	By:		




			Name:    Robert McMullan
			Title:      Senior Vice President and Chief
			               Financial Officer


  

			
	M/A-COM TECHNOLOGY SOLUTIONS INC.
		
	By:		




			Name:    Robert McMullan
			Title:      Senior Vice President and Chief
			               Financial Officer


  

			
	MINDSPEED TECHNOLOGIES, INC.
		
	By:		




			Name:    Robert McMullan
			Title:      Senior Vice President and Chief
			               Financial Officer


  

			
	NITRONEX, LLC
		
	By:		




			Name:    Robert McMullan
			Title:      Senior Vice President and Chief
			               Financial Officer









 
			
	BINOPTICS CORPORATION
		
	By:		




			Name:    Robert McMullan
			Title:      Senior Vice President and Chief
			               Financial Officer