EXHIBIT 10.1 Master Increasing Lender Supplement




EXHIBIT 10.1
MASTER INCREASING LENDER SUPPLEMENT
MASTER INCREASING LENDER SUPPLEMENT, dated March 19, 2015 (this “Supplement”), by and among each of the Lenders signatories hereto (each, an “Increasing Lender”) and the other parties signatory hereto, 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, pursuant to Section 2.20 of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the aggregate amount of certain of the Revolving Commitments under the Credit Agreement by requesting one or more Lenders to increase the amount of its applicable Revolving Commitments;
WHEREAS, the Borrower has given notice to the Administrative Agent of its intention to increase the aggregate 2020 Dollar Tranche Commitments pursuant to such Section 2.20; and
WHEREAS, pursuant to Section 2.20 of the Credit Agreement, each of the undersigned Increasing Lenders now desires to increase the amount of its 2020 Dollar Tranche Commitment under the Credit Agreement by executing and delivering to the Borrower and the Administrative Agent this Supplement;
NOW, THEREFORE, each of the parties hereto hereby agrees as follows:
1.  Each of the undersigned Increasing Lenders agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement it shall have its 2020 Dollar Tranche Commitment increased by the amount set forth opposite its name on Schedule I attached hereto, thereby making the aggregate amount of its 2020 Dollar Tranche Commitment equal to the aggregate amount set forth opposite its name on Schedule I attached hereto.
2.  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.
3.  Terms defined in the Credit Agreement shall have their defined meanings when used herein.
4.  This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.
5.  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.
[Signature Pages Follow]



ACTIVE 206117221v.4




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.
	
			
	MIDFIRST BANK, as an Increasing Lender

	 
	 
	 

	By:
	/s/ Rory Nordvold
	 

	 
	Name:  Rory Nordvold
	 

	 
	Title:    First Vice President
	 







Master Increasing Lender Supplement






	
			
	THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH, 
as an Increasing Lender

	 
	 
	 

	By:
	/s/ James Hua
	 

	 
	Name:  James Hua
	 

	 
	Title:    Senior Vice President




	
			
	 
	 
	 

	By:
	/s/ Kitty Sin
	 

	 
	Name:  Kitty Sin
	 

	 
	Title:    Senior Vice President







Master Increasing Lender Supplement




	
			
	CHANG HWA COMMERCIAL BANK, LTD., 
as an Increasing Lender

	 
	 
	 

	By:
	/s/ Joel Chou
	 

	 
	Name:  Joe Chou
	 

	 
	Title:    Assistant Vice President and Manager





Master Increasing Lender Supplement






	
			
	HUA NAN COMMERCIAL BANK, LTD., NEW YORK AGENCY, as an Increasing Lender

	 
	 
	 

	By:
	/s/ Shu Fei Lin
	 

	 
	Name:  Shu Fei Lin
	 

	 
	Title:    General Manager & Vice President







Master Increasing Lender Supplement




	
			
	BANK OF TAIWAN, NEW YORK BRANCH, 
as an Increasing Lender

	 
	 
	 

	By:
	/s/ Lucas Liao
	 

	 
	Name:  Lucas Liao
	 

	 
	Title:    AVP & DGM







Master Increasing Lender Supplement




	
			
	LAND BANK OF TAIWAN, NEW YORK BRANCH,
as an Increasing Lender

	 
	 
	 

	By:
	/s/ Arthur Chen
	 

	 
	Name:  Arthur Chen
	 

	 
	Title:    General Manager





Master Increasing Lender Supplement




	
			
	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., NEW YORK BRANCH,
as an Increasing Lender

	 
	 
	 

	By:
	/s/ Angela Chen
	 

	 
	Name:  Angela Chen
	 

	 
	Title:    VP & Deputy GM







Master Increasing Lender Supplement




	
			
	TAIWAN COOPERATIVE BANK, an an
Increasing Lender

	 
	 
	 

	By:
	/s/ Li Hua Huang
	 

	 
	Name:  Li Hua Huang
	 

	 
	Title:    VP & General Manager 







Master Increasing Lender Supplement




	
			
	TAIPEI FUBON COMMERCIAL BANK CO., LTD., as an Increasing Lender

	 
	 
	 

	By:
	/s/ Robin S. Wu
	 

	 
	Name:  Robin S. Wu
	 

	 
	Title:    FVP & Deputy General Manager 







Master Increasing Lender Supplement




	
			
	E. SUN COMMERCIAL BANK, LTD., 
LOS ANGELES, as an Increasing Lender

	 
	 
	 

	By:
	/s/ Edward Chen
	 

	 
	Name:  Edward Chen
	 

	 
	Title:    SVP & General Manager







Master Increasing Lender Supplement






Accepted and agreed to as of the date first written above:
MICROCHIP TECHNOLOGY INCORPORATED, 
as Borrower
		
	By
	/s/ J. Eric Bjornholt     
Name:    J. Eric Bjornholt 
Title:    VP, CFO



Master Increasing Lender Supplement






Acknowledged as of the date first written above:
JPMORGAN CHASE BANK, N.A. 
as Administrative Agent
		
	By
	/s/ Keith Winzenried     
Name:    Keith Winzenried 
Title:    Executive Director







Master Increasing Lender Supplement




Schedule I
to Master Increasing Lender Supplement


	
			
	INCREASING LENDER
	INCREASE TO
 2020 DOLLAR
 TRANCHE
 COMMITMENT
	AGGREGATE
 2020 DOLLAR
 TRANCHE
 COMMITMENT

	 
	 
	 

	MIDFIRST BANK
	$14,375,000
	$35,000,000

	THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH
	$4,375,000
	$25,000,000

	CHANG HWA COMMERCIAL BANK, LTD.
	$2,625,000
	$15,000,000

	HUA NAN COMMERCIAL BANK, LTD., NEW YORK AGENCY
	$2,625,000
	$15,000,000

	BANK OF TAIWAN
	$2,625,000
	$15,000,000

	LAND BANK OF TAIWAN, NEW YORK BRANCH
	$7,625,000
	$20,000,000

	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., NEW YORK BRANCH
	$5,625,000
	$18,000,000

	TAIWAN COOPERATIVE BANK
	$2,625,000
	$15,000,000

	TAIPEI FUBON COMMERCIAL BANK CO., LTD.
	$6,750,000
	$15,000,000

	E. SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
	$1,312,000
	$96,562,500

	 
	 
	 

	TOTAL:
	$50,562,500
	$182,562,500