Exhibit








SECOND AMENDMENT TO CREDIT AGREEMENT


THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of July 21, 2015, is made among Maxim Integrated Products, Inc., the Lenders party hereto, and Wells Fargo Bank, National Association (“Wells Fargo Bank”), in its capacity as Administrative Agent.


RECITALS


A.         The Borrower, the Lenders party thereto, and Wells Fargo Bank, as Administrative Agent, are parties to that certain Credit Agreement, dated as of October 13, 2011 (as amended by the First Amendment Agreement, dated as of June 27, 2014, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"), pursuant to which the Lenders made available to the Borrower a revolving credit facility.   Unless otherwise specifically defmed herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.


B.         The Borrower, the Administrative Agent and the Required Lenders have agreed to make certain amendments to the Credit Agreement on the terms and conditions set forth herein.


STATEMENT OF AGREEMENT


NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


ARTICLE I


AMENDMENT TO CREDIT AGREEMENT


Clause (b) in the definition of "Change of Control" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


" (b) the majority of the seats (other than vacant seats) on the board of directors of the Borrower are not occupied by Persons (i) who were members of that board on the First Amendment Effective Date, (ii) whose election or nomination to that board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or (iii) whose election or nomination to that board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority ofthat board."


ARTICLE II 


CONDITIONS OF EFFECTIVENESS


This Agreement shall become effective as of the date (such date being referred to as the “Second Amendment Effective Date”) when, and only when, the Administrative Agent (or its counsel) shall have received (i) (x) from Lenders constituting Required Lenders and (y) from each other party hereto (other than the Administrative Agent), either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or Electronic Communication of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement.


ARTICLE III
 MISCELLANEOUS


3.1    Governing Law.  This Agreement shall be constructed in accordance with and governed by the law of the State of New York.











3.2       Full Force and Effect.  Except as expressly amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Credit Agreement, "hereinafter," "hereto," "hereof," and words of similar import shall, unless the context otherwise requires, mean the Credit Agreement as amended by this Agreement. Any reference to the Credit Agreement or any of the other Loan Documents herein or in any such documents shall refer to the Credit Agreement and Loan Documents as amended hereby.  This Agreement is limited as specified and shall not constitute or be deemed to constitute an  amendment, modification or  waiver of any provision of the Credit Agreement except as expressly set forth herein. This Agreement shall constitute a Loan Document under the terms of the Credit Agreement.


3.3        Severability.     Any  provision  of  this  Agreement  held  to  be  invalid,  illegal  or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


3.4       Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.


3.5       Construction. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


3.6       Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on 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 Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.
























































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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


	
		
	 
	MAXIM INTEGRATED PRODUCTS, INC.,
at the Borrower

	 
	By: /s/ Peter Campagna


       Name: J Peter Campagna
       Title:   VP Treasurer






























































































Signature Page to Second Amendment













	
		
	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually as a Continuing Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent

	 
	By:  /s/ Karen Byler


       Name: Karen Byler
       Title: SVP
































































































Signature Page to Second Amendment













	
		
	 
	The Bank of Tokyo-Mitsubishi UFJ, LTD.

	 
	By: /s/ Lillian Kim


Name: Lillian Kim


Title:   Director 
































































































Signature Page to Second Amendment











	
		
	 
	Bank of America, N.A.,
as a Lender

	 
	By: /s/ My-Linh Yoshike


Name: My-Linh Yoshiike


Title:Vice President


































































































Signature Page to Second Amendment













	
		
	 
	Barelays Bank PLC, as a lender

	 
	By: /s/ Mathew Cybul


Name: Mathew Cybul


Title:   Assistant Vice President
































































































Signature Page to Second Amendment

















	
		
	 
	SUNTRUST BANK

	 
	By: /s/ Min Park


Name: Min Park


Title:  Vice President
































































































Signature Page to Second Amendment













	
		
	 
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

	 
	By: /s/ Doreen Barr


Name: Doreen Barr


Title:   Authorized Signatory

	 
	 

	 
	By: /s/ Franziska Schoch


Name: Franziska Schoch


Title:   Authorized Signatory






















































































Signature Page to Second Amendment









	
		
	 
	Goldman Sachs Bank USA

	 
	By: /s/ Jamie Minieri


Name: Jamie Minieri


Title:   Authorized Signatory














































































































































Signature Page to Second Amendment











	
		
	 
	HSBC BANK USA, N.A.
as a Lender

	 
	By: /s/ Christopher L. Snider


Name: Christopher L. Snider


Title:   Senior Relationship Manager


































































































Signature Page to Second Amendment











	
		
	 
	Morgan Stanley Bank, N.A.

	 
	By: /s/ Roberto Ellinghaus


Name: Roberto Ellinghaus


Title:   Authorized Signatory














































































































































Signature Page to Second Amendment













	
		
	 
	Sumitomo Mitsui Banking Corporation,

	 
	By: /s/ David W. Kee


Name: David W. Kee


Title:   Managing Director


































































































Signature Page to Second Amendment