EX-10.37



 Exhibit 10.37 

FIRST AMENDMENT 
 THIS FIRST AMENDMENT (this
“Amendment”) dated as of June 23, 2015 to the Credit Agreement referenced below is by and among Fairchild Semiconductor Corporation, a Delaware corporation (the “Borrower”), Fairchild Semiconductor
International, Inc., a Delaware corporation (“Holdings”), the other Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacity as
Administrative Agent (in such capacity, the “Administrative Agent”). 
 W I T N E S S E T H 

WHEREAS, a revolving credit facility has been extended to the Borrower pursuant to the Credit Agreement (as amended, modified, supplemented,
increased and extended from time to time, the “Credit Agreement”) dated as of September 26, 2014 among the Borrower, Holdings, the Lenders identified therein and the Administrative Agent; and 

WHEREAS, the Loan Parties and the Required Lenders have agreed to certain modifications to the Credit Agreement on the terms and conditions
set forth herein. 
 NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Defined Terms. Capitalized terms used herein but not
otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. 
 2. Amendment. Clause (c) of
the definition of Change in Control in Section 1.01 of the Credit Agreement is amended to read as follows: 
  

	 	(c)	[reserved]; or 








 3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon
receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders. 

4. FATCA Representation. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of the
Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Obligations as not qualifying as a “grandfathered obligation” within the meaning of Treasury
Regulation Section 1.1471-2(b)(2)(i). 
 5. Amendment is a “Loan Document”. This Amendment is a Loan Document and all
references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be
deemed to include this Amendment. 
 6. Representations and Warranties; No Default. Each Loan Party represents and warrants to the
Administrative Agent and each Lender that, after giving effect to this Amendment, (a) the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document, or which are contained in any document
furnished at any time under or in connection with the Credit Agreement or any other Loan Document, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (b) no Default exists. 

7. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this
Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not operate to reduce or discharge such
Loan Party’s obligations under the Loan Documents. 
 8. Reaffirmation of Security Interests. Each Loan Party (a) affirms
that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not in any manner impair
or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents. 







 9. No Other Changes. Except as modified hereby, all of the terms and provisions of the
Loan Documents shall remain in full force and effect. 
 10. Counterparts; Delivery. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of
this Amendment by facsimile or other electronic imaging means shall be effective as an original. 
 11. Governing Law. This Amendment
shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York. 
 [Signature
Pages Follow] 







 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this First Amendment to be duly
executed and delivered as of the date first above written. 
  

							
	BORROWER:	 	FAIRCHILD SEMICONDUCTOR CORPORATION,
			
		 	a Delaware corporation	 	
				
		 	By:	 	 /s/Mark S. Frey
	 	
				
		 	Name:	 	Mark S. Frey	 	
		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer

  

							
	GUARANTORS:	 	FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.,
			
		 	a Delaware corporation	 	
				
		 	By:	 	 /s/ Mark S. Frey
	 	
				
		 	Name:	 	Mark S. Frey	 	
		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
		
		 	 KOTA MICROCIRCUITS, INC., a Colorado corporation

FAIRCHILD ENERGY, LLC, a Maine limited liability company
 GIANT
SEMICONDUCTOR CORPORATION, a North Carolina corporation
 GIANT HOLDINGS, INC., a Delaware corporation

FAIRCHILD SEMICONDUCTOR WEST CORPORATION,

		 	a Delaware corporation	 	
		 	 SILICON PATENT HOLDINGS, a California corporation

MICRO-OHM CORPORATION, a North Carolina corporation

		 
				
		 	By:	 	 /s/ Mark S. Frey
	 	
		 	Name:	 	Mark S. Frey	 	
		 	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
		 		 		 	
		 		 		 	

 [SIGNATURE PAGES CONTINUE] 

  
 FIRST AMENDMENT 

FAIRCHILD SEMICONDUCTOR CORPORATION 








 ADMINISTRATIVE 

							
	AGENT:	 	BANK OF AMERICA, N.A., as Administrative Agent
				
		 	By:	 	 /s/ Kimberly D. Williams
	 	
				
		 	Name:	 	Kimberly D. Williams	 	
				
		 	Title:	 	Vice President	 	
		
	LENDERS:	 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
				
		 	By:	 	 /s/ Jane A. Parker
	 	
				
		 	Name:	 	Jane A. Parker	 	
				
		 	Title:	 	Senior Vice President	 	
		
		 	HSBC BANK USA, NATIONAL ASSOCIATION
				
		 	By:	 	 /s/ Pablo Pena
	 	
				
		 	Name:	 	Pablo Pena	 	
				
		 	Title:	 	Vice President	 	
		
		 	CITIZENS BANK, N.A.
				
		 	By:	 	 /s/ Christopher J. Delauro
	 	
				
		 	Name:	 	Christopher J. Delauro	 	
				
		 	Title:	 	Vice President	 	
		 		 		 	
		 		 		 	


  
 FIRST AMENDMENT 

FAIRCHILD SEMICONDUCTOR CORPORATION 









							
			
		 	FIFTH THIRD BANK	 	
				
		 	By:	 	 /s/ Colin Murphy
	 	
				
		 	Name:	 	Colin Murphy	 	
				
		 	Title:	 	Director	 	
		
		 	DEUTSCHE BANK AG NEW YORK BRANCH
				
		 	By:	 	 /s/
	 	
				
		 	Name:	 		 	
				
		 	Title:	 		 	
		
		 	JPMORGAN CHASE BANK, N.A.
				
		 	By:	 	 /s/ Justin B. Kelley
	 	
				
		 	Name:	 	Justin B. Kelly	 	
				
		 	Title:	 	Vice President	 	
		
		 	PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION
				
		 	By:	 	 /s/ Yvette D. Hawkins
	 	
				
		 	Name:	 	Yvette D. Hawkins	 	
				
		 	Title:	 	Vice President	 	


  
 FIRST AMENDMENT 

FAIRCHILD SEMICONDUCTOR CORPORATION 









							
			U.S. BANK NATIONAL ASSOCIATION
				
			By:		 /s/ Brian Seipke
		
				
			Name:		Brian Seipke		
				
			Title:		Vice President		
		
			BMO HARRIS BANK N.A.
				
			By:		 /s/ Michael Kus
		
				
			Name:		Michael Kus		
				
			Title:		Managing Director		
			
			THE HUNTINGTON NATIONAL BANK		
				
			By:		 /s/ Jared Shaner
		
				
			Name:		Jared Shaner		
				
			Title:		Vice President		
			
			SANTANDER BANK, N.A.		
				
			By:		 /s/ Jay L. Massimo
		
				
			Name:		Jay L. Massimo		
				
			Title:		Senior Vice President		


  
 FIRST AMENDMENT 

FAIRCHILD SEMICONDUCTOR CORPORATION 









							
			
			SUNTRUST BANK		
				
			By:		 /s/ Min Park
		
				
			Name:		Min Park		
				
			Title:		Vice President		
			
			WEBSTER BANK, N.A.		
				
			By:		 /s/ Raymond C. Hoefling
		
				
			Name:		Raymond C. Hoefling		
				
			Title:		Senior Vice President		
		
			WELLS FARGO BANK, NATIONAL ASSOCIATION
				
			By:		 /s/ Karen Byler
		
				
			Name:		Karen Byler		
				
			Title:		Senior Vice President		


  
 FIRST AMENDMENT 

FAIRCHILD SEMICONDUCTOR CORPORATION