FIRST AMENDMENT

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 Xxxxxxxxx Semiconductor Corporation, a Delaware corporation (the “Borrower”), Xxxxxxxxx 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:		XXXXXXXXX SEMICONDUCTOR CORPORATION,
		a Delaware corporation
		By:		/s/Xxxx X. Xxxx
		Name:		Xxxx X. Xxxx
		Title:		Executive Vice President, Chief Financial Officer and Treasurer

GUARANTORS:		XXXXXXXXX SEMICONDUCTOR INTERNATIONAL, INC.,
		a Delaware corporation
		By:		/s/ Xxxx X. Xxxx
		Name:		Xxxx X. Xxxx
		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 XXXXXXXXX SEMICONDUCTOR WEST CORPORATION,
		a Delaware corporation
		SILICON PATENT HOLDINGS, a California corporation MICRO-OHM CORPORATION, a North Carolina corporation
							By:		/s/ Xxxx X. Xxxx
		Name:		Xxxx X. Xxxx
		Title:		Executive Vice President, Chief Financial Officer and Treasurer

[SIGNATURE PAGES CONTINUE]

FIRST AMENDMENT

XXXXXXXXX SEMICONDUCTOR CORPORATION

ADMINISTRATIVE

AGENT:		BANK OF AMERICA, N.A., as Administrative Agent
		By:		/s/ Xxxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxxx
		Title:		Vice President
LENDERS:		BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
		By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Senior Vice President
		HSBC BANK USA, NATIONAL ASSOCIATION
		By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Vice President
		CITIZENS BANK, N.A.
		By:		/s/ Xxxxxxxxxxx X. Xxxxxxx
		Name:		Xxxxxxxxxxx X. Xxxxxxx
		Title:		Vice President

FIRST AMENDMENT

XXXXXXXXX SEMICONDUCTOR CORPORATION

		FIFTH THIRD BANK
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Director
		DEUTSCHE BANK AG NEW YORK BRANCH
		By:		/s/
		Name:
		Title:
		JPMORGAN CHASE BANK, N.A.
		By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Vice President
		PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Vice President

FIRST AMENDMENT

XXXXXXXXX SEMICONDUCTOR CORPORATION

		U.S. BANK NATIONAL ASSOCIATION
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President
		BMO XXXXXX BANK N.A.
		By:		/s/ Xxxxxxx Xxx
		Name:		Xxxxxxx Xxx
		Title:		Managing Director
		THE HUNTINGTON NATIONAL BANK
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President
		SANTANDER BANK, N.A.
		By:		/s/ Xxx X. Massimo
		Name:		Xxx X. Massimo
		Title:		Senior Vice President

FIRST AMENDMENT

XXXXXXXXX SEMICONDUCTOR CORPORATION

		SUNTRUST BANK
		By:		/s/ Xxx Xxxx
		Name:		Xxx Xxxx
		Title:		Vice President
		XXXXXXX BANK, N.A.
		By:		/s/ Xxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		Senior Vice President
		XXXXX FARGO BANK, NATIONAL ASSOCIATION
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Senior Vice President

FIRST AMENDMENT

XXXXXXXXX SEMICONDUCTOR CORPORATION