AMENDMENT No. 1 TO CREDIT AGREEMENT

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 XXXXXX

XXXXXXX 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/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	VP, Tax, Treasury and Procurement

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

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	XXXXXX XXXXXXX SENIOR FUNDING, INC., as the Swingline Lender and as Administrative Agent
By:	/s/ Xxxxxxx X. Xxxx
Name:	Xxxxxxx X. Xxxx
Title:	VP

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

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	XXXXXX XXXXXXX BANK, N.A., as the Issuing Bank and as a Lender
By:	/s/ Xxxxxxx X. Xxxx
Name:	Xxxxxxx X. Xxxx
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/ Xxxxxxxx Xx
Name:	Xxxxxxxx Xx
Title:	Vice President

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

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	BNP PARIBAS, as a Lender
By:	/s/ Xxxxxxx Xxxx
Name:	Xxxxxxx Xxxx
Title:	Managing Director
By:	/s/ Xxxx Xxxxxxx
Name:	Xxxx Xxxxxxx
Title:	Director

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

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	XXXXXXX SACHS BANK USA, as a Lender
By:	/s/ Xxxxxxxx Xxxxxxx
Name:	Xxxxxxxx Xxxxxxx
Title:	Authorized Signatory

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

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	SUNTRUST BANK, as a Lender
By:	/s/ Xxxxxxxx Xxxx
Name:	Xxxxxxxx Xxxx
Title:	Vice President

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

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	UNION BANK N.A., as a Lender
By:	/s/ Xxxxxxxxx Xxx
Name:	Xxxxxxxxx Xxx
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/ Xxxxxxx X Xxxxxxx
Name:	Xxxxxxx X Xxxxxxx
Title:	Vice President

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

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