SEC Filing | Allegro MicroSystems, Inc.

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8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2023

Allegro MicroSystems, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39675	46-2405937
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

955 Perimeter Road
Manchester, New Hampshire		03103
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (603) 626-2300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ALGM	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 31, 2023, Allegro MicroSystems, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the credit agreement, dated as of June 21, 2023, by and among the Company, Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Agent”) and collateral agent, and each lender from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”).

The Amendment provides for a new term loan facility (the “Amendment No. 1 Term Facility”, and the loans extended thereunder, the “Amendment No. 1 Term Loans”) under the Amended Credit Agreement in the aggregate principal amount of $250,000,000. The Amendment No. 1 Term Loans will amortize at a rate of 1.00% per annum. The Amendment No. 1 Term Loans will bear interest, at the Company's option, at a rate equal to (i) Term SOFR (as defined in the Amended Credit Agreement) in effect from time to time plus 2.75% or (ii) the highest of (x) the Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%, (y) the prime lending rate or (z) the one-month Term SOFR plus 1.0% in effect from time to time, plus 1.75%. The Amendment No. 1 Term Facility will mature on October 31, 2030.

The loans and other obligations under the Amendment No. 1 Term Facility are secured by substantially all of the Company’s personal property, including a pledge of all the capital stock of subsidiaries held directly by the Company or any subsidiary that guarantees the Amendment No. 1 Term Facility (which pledge, in the case of any foreign subsidiary, is limited to 65% of the voting stock), subject to certain customary exceptions and limitations. The Amendment generally prohibits any other liens on the assets of the Company and its Restricted Subsidiaries (as defined in the Amended Credit Agreement), subject to certain exceptions.

The proceeds of the Amendment No. 1 Term Loans were used (i) to finance the previously announced merger of Silicon Structures LLC with and into Crocus Technology International Corp (the “Target” or “Crocus”), (ii) to refinance (a) all outstanding term loans under the Term Loan Credit Agreement, dated as of September 30, 2020, by and among the Company, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other agents, arrangers and lenders from time to time party thereto (the “Existing Term Facility”) and (b) certain indebtedness of the Target and its subsidiaries, and (iii) for general corporate purposes.

The Amended Credit Agreement contains certain covenants applicable to the Company and its Restricted Subsidiaries, including, without limitation, limitations on additional indebtedness, liens, various fundamental changes, dividends and distributions, investments (including acquisitions), transactions with affiliates, asset sales, prepayment of junior financing, changes in business and other limitations customary in senior secured credit facilities.

The Amended Credit Agreement provides for customary events of default. Upon an event of default, the Agent with the consent of, or at the request of, the holders of more than 50% in principal amount of the loans and commitments, may terminate the commitments and accelerate the maturity of the loans and enforce certain other remedies under the Amended Credit Agreement and the other loan documents.

In the ordinary course of their respective businesses, one or more of the lenders party to the Amendment, or their affiliates, have or may have various relationships with the Company and the Company’s subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, advisory or other financial services, for which they received, or will receive, customary fees and expenses. In addition, the Company and the Company’s subsidiaries may have entered into or may in the future enter into in certain engagements with one or more of such lenders or their affiliates relating to specific endeavors.

The above description of the Amended Credit Agreement, as modified by the Amendment, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

Substantially simultaneously with its entry into the Amendment No. 1 Term Facility described in Item 1.01 above, the Company repaid all outstanding loans and terminated all commitments and obligations under its Existing Term Facility.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 31, 2023, the Company completed its previously announced transaction with Crocus pursuant to the Agreement and Plan of Merger, dated August 7, 2023 (the “Merger Agreement”), by and among the Company (for purposes of Section ‎5.15 and applicable provisions of ‎Article IX of the Merger Agreement only), Allegro MicroSystems, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Parent”), Silicon Structures LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Parent, the Target and NanoDimension Management Limited, as the representative of the Target’s shareholders. The Merger Agreement is more fully described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 8, 2023, which Item 1.01 is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On October 31, 2023, the Company issued a press release announcing the completion of the transaction with the Target. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
Exhibit 10.1		Amendment No. 1, dated as of October 31, 2023, to the Credit Agreement, dated as of June 21, 2023, by and among Allegro MicroSystems, Inc., as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and each lender from time to time party thereto*
Exhibit 99.1		Press Release issued by Allegro MicroSystems, Inc. on October 31, 2023
Exhibit 104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Schedules and exhibits to the Amended Credit Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules and exhibits to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ALLEGRO MICROSYSTEMS, INC.

Date: October 31, 2023	By:	/s/ Derek P. D'Antilio
		Derek P. D'Antilio
		Senior Vice President, Chief Financial Officer and Treasurer

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 (this “Amendment”), dated as of October 31, 2023, to the Credit Agreement, dated as of June 21, 2023 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among Allegro MicroSystems, Inc., as Borrower (the “Borrower”), Morgan Stanley Senior Funding, Inc. (“MSSF”), as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto.

WHEREAS, in accordance with the provisions of Section 2.16 and Section 10.01(c)(vii) of the Existing Credit Agreement, the Borrower has requested that each Amendment No. 1 Term Lender with an Amendment No. 1 Term Loan Commitment provide Incremental Term Loans (“the “Amendment No. 1 Term Loans”) under and as defined in the Existing Credit Agreement in an aggregate principal amount set forth opposite such Amendment No. 1 Term Lender’s name on Schedule I hereto (the “Amendment No. 1 Term Loan Commitment”, and each lender under the Amended Credit Agreement (as hereinafter defined) that holds an Amendment No. 1 Term Loan, an “Amendment No. 1 Term Lender”) in an aggregate principal amount of $250,000,000, the proceeds of which will be used to (a) to finance that certain Permitted Acquisition (the “Acquisition”), of Crocus Technology International Corp. (the “Target”), pursuant to that certain Agreement and Plan of Merger, dated as of August 7, 2023 (together with all exhibits and schedules thereto, as amended, restated, amended and restated, supplemented or otherwise modified, collectively, the “Acquisition Agreement”), by and among, inter alios, the Borrower, certain Subsidiaries of the Borrower, the Target and other Persons party thereto, (b) to refinance (x) the Term Loan Credit Agreement (as defined in the Existing Credit Agreement) and (y) certain indebtedness of the Target and its subsidiaries (sub-clauses (x) and (y), collectively, the “Amendment No. 1 Refinancing”), (c) to pay fees, costs and expenses in connection with the Amendment No. 1 Term Loans, the consummation of the Acquisition and the Amendment No. 1 Refinancing and (d) for general corporate purposes, including transactions that are not prohibited by the terms of the Loan Documents;

WHEREAS, in connection with the foregoing, the Administrative Agent, the Borrower, the Amendment No. 1 Term Lenders and the other existing Lenders party hereto (who constitute the Required Lenders) desire to memorialize the terms of this Amendment by amending the Existing Credit Agreement in accordance with Section 2.16 and Section 10.01(c)(vii)(A) thereof, such amendments to become effective immediately on the Amendment No. 1 Effective Date (as hereinafter defined); and

WHEREAS, MSSF, BofA Securities, Inc., UBS Securities LLC, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and Wells Fargo Securities, LLC have been appointed as the joint lead arrangers and joint bookrunners for the Amendment No. 1 Term Loan Commitment and the Amendment No. 1 Term Loans (the “Amendment No. 1 Lead Arrangers”).

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

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Amended Credit Agreement.

SECTION 2. Amendment No. 1 Term Loans.

(a)

Subject to the terms and conditions set forth herein, each of the Amendment No. 1 Term Lenders severally, but not jointly, agrees to make Amendment No. 1 Term Loans to the Borrower on the Amendment No. 1 Effective Date in the aggregate principal amount equal to such Amendment No. 1 Term Lender’s Amendment No. 1 Term Loan Commitment.

(b)

Upon the occurrence of the Amendment No. 1 Effective Date, each Amendment No. 1 Term Lender shall have the rights and obligations of a Lender under the Amended Credit Agreement and under any other applicable Loan Documents.

(c)

The Borrower and each other Loan Party acknowledges and agrees that (i) the Amendment No. 1 Term Loans shall constitute Obligations and have all the benefits thereof and the Borrower shall be liable for all Obligations with respect to all Amendment No. 1 Term Loans made to the Borrower pursuant to this Amendment and (ii) all such Obligations shall constitute Secured Obligations and shall be secured by the Liens granted to the Collateral Agent for the benefit of the Secured Parties and entitled to the benefits of the Collateral Documents and the Guaranty.

(d)

The Amendment No. 1 Term Loans shall be designated as a new Class of Loans under the Amended Credit Agreement, with terms and provisions set forth herein and in the Amended Credit Agreement.

SECTION 3. Amendments. In accordance with Section 2.16 and Section 10.01 of the Existing Credit Agreement and effective as of the Amendment No. 1 Effective Date (immediately upon the making of the Amendment No. 1 Term Loans on the Amendment No. 1 Effective Date), the Existing Credit Agreement is hereby amended to (a) delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the conformed copy of the Amended Credit Agreement attached as Annex A hereto, (b) replace each of Exhibit A-1, Exhibit A-2, Exhibit C, Exhibit D, Exhibit I and Exhibit K thereto, respectively, in its entirety with Annex B, Annex C, Annex D, Annex E, Annex F and Annex G hereof, respectively, and (c) add as new Exhibits B-2 and D-2 the forms set forth on Annex H and I hereof, respectively (the Existing Credit Agreement as so amended, the “Amended Credit Agreement”).

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower and each other Loan Party each represents and warrants solely to the other parties hereto on the Amendment No. 1 Effective Date that:

(a)

the execution and delivery of this Amendment by such Loan Party and performance by such Loan Party of this Amendment (and the Amended Credit Agreement) is within such Loan Party’s corporate or other organizational power and has been duly authorized by all necessary corporate or other organizational action of each such Loan Party;

(b)

this Amendment has been duly executed and delivered by such Loan Party; and

(c)

this Amendment (and the Amended Credit Agreement) constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law) and principles of good faith and fair dealing.

SECTION 5. Amendment No. 1 Effective Date. This Amendment shall become effective as of the first date (the “Amendment No. 1 Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent and the Amendment No. 1 Term Lenders) (it being understood and agreed that the Amendment No. 1 Effective Date is October 31, 2023):

(a)

the Administrative Agent shall have received:

(i)

a counterpart signature page of this Amendment duly executed by the Borrower and each other Loan Party, the Administrative Agent, each Amendment No. 1 Term Lender and the other existing Lenders party hereto (who constitute the Required Lenders);

(ii)

a certificate signed by a Responsible Officer of each Loan Party, in substantially the form delivered on the Closing Date, (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the prior date of delivery or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the Amendment No. 1 Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties, certified as of a recent date by the appropriate Governmental Authority of the state of formation;

(iii)

a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, in accordance with and pursuant to the requirements of Section 2.01(b) of the Amended Credit Agreement; provided, that such Committed Loan Notice shall not be required to include any representation or statement as to (x) the absence (or existence) of any Default or Event of Default as of the Amendment No. 1 Effective Date or (y) the accuracy of any representation or warranty or the absence (or existence) of any “Company Material Adverse Effect” (as defined in the Acquisition Agreement);

(iv)

a certificate from the chief financial officer or other office with equivalent duties of the Borrower as to the Solvency (after giving effect to the transactions on the Amendment No. 1 Effective Date) of the Borrower substantially in the form attached as Exhibit H to the Existing Credit Agreement;

(v)

a certificate of a Responsible Officer of the Borrower certifying the satisfaction of the conditions set forth in Section 5(b) and (e);

(vi)

a customary written opinion of (i) Davis Polk & Wardwell LLP, in its capacity as special New York counsel for the Borrower and the Subsidiary Guarantors and (ii) Morris, Nichols, Arsht & Tunnell LLP in its capacity as special Delaware counsel for the Borrower and the Subsidiary Guarantors;

(b)

each of the representations and warranties of each Loan Party set forth in Sections 5.01(a) (with respect to organizational existing only), 5.01(b)(ii), 5.02(a) and (b)(i), 5.04, 5.13, 5.16, 5.17 and 5.18 of the Existing Credit Agreement shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;

(c)

the Administrative Agent shall have received at least three Business Days prior to the Amendment No. 1 Effective Date, (i) all outstanding documentation and other information about the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, that in each case of clause (i) and/or (ii) has been requested in writing at least ten Business Days prior to the Amendment No. 1 Effective Date;

(d)

all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 10.04 of the Existing Credit Agreement and pursuant to Section 7 hereof) or the Amendment No. 1 Lead Arrangers pursuant to any engagement letter or fee letter with the Borrower on or before the Amendment No. 1 Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Amendment No. 1 Effective Date);

(e)

no Specified Event of Default under the Amended Credit Agreement shall exist immediately prior to or after giving effect to the effectiveness of this Amendment;

(f)

the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement substantially concurrently with the funding of the Amendment No. 1 Term Loans; and

(g)

the Amendment No. 1 Refinancing shall be consummated substantially concurrently with the funding of the Amendment No. 1 Term Loans.

For purposes of determining compliance with the conditions specified in this Section 5, the Administrative Agent, each Amendment No. 1 Term Lender and the other existing Lenders party hereto that have signed this Agreement or funded Amendment No. 1 Term Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 5 to be consented to or approved by or acceptable or satisfactory to an Amendment No. 1 Term Lender and a Lender. Notwithstanding any other provision herein, the Administrative Agent, the Amendment No. 1 Lenders and the existing Lenders party hereto acknowledge and agree that the Amendment No. 1 Effective Date is October 31, 2023.

SECTION 6. Effect of Amendment.

(a)

Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or Agents under the Existing 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 Existing Credit Agreement or any other provision of the Existing Credit Agreement or of 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 the Borrower 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 Existing Credit Agreement or any other Loan Document in similar or different circumstances.

(b)

From and after the Amendment No. 1 Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement, and (ii) each reference in any Loan Document to “Commitments”, “Incremental Term Loans”, “Incremental Loans”, “Loans”, “Lender”, “Term Loan” and “Term Loan Lender” and “Term Loan Commitments” shall be deemed to include the Amendment No. 1 Term Loans, Amendment No. 1 Term Loan Lenders, and Amendment No. 1 Term Loan Commitments, as applicable.

(c)

This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents and shall be deemed to be an “Incremental Amendment”.

(d)

Each party hereto acknowledges that this Amendment constitutes all notices or requests required under Section 2.16 and/or Section 10.01 of the Existing Credit Agreement, as applicable.

(e)

This Amendment shall not constitute a novation of the Existing Credit Agreement or any other Loan Document or of any indebtedness or other obligations thereunder.

SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent and each Amendment No. 1 Lead Arranger for its reasonable and documented out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of Latham & Watkins LLP, counsel for the Administrative Agent.

SECTION 8. Amendments. Once effective, this Amendment may not be amended nor may any provision hereof be waived except pursuant to Section 10.01 of the Amended Credit Agreement.

SECTION 9. Ratification and Reaffirmation. Each Loan Party hereby ratifies and reaffirms: (a) its Obligations in respect of the Existing Credit Agreement and each of the other Loan Documents to which it is a party and all of the covenants, duties, indebtedness and liabilities under the Existing Credit Agreement and the other Loan Documents to which it is a party, (b) its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, with all such Liens continuing in full force and effect after giving effect to this Amendment and (c) the Liens and security interests created in favor of the Administrative Agent for the benefit of the Secured Parties (including the Amendment No. 1 Term Lenders) pursuant to each Collateral Document; which Liens shall continue to secure the Secured Obligations (as increased hereby), in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the other Loan Documents.

SECTION 10. GOVERNING LAW; Waiver of Jury Trial; Jurisdiction; Service of Process. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.15, 10.16 and 10.20 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.

SECTION 11. Headings. Section headings herein are included for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

SECTION 12. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in 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 signature of a page of this Amendment by telecopy or other electronic imaging (including in .pdf or .tif format) shall be

effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

SECTION 13. Severability. If any provision of this Amendment (and/or the Amended Credit Agreement) is held to be illegal, invalid or unenforceable in any jurisdiction, (a) the legality, validity and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, of this Amendment (and the Amended Credit Agreement) shall not be affected or impaired thereby, and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 14. Amendment No. 1 Lead Arrangers. The Borrower hereby acknowledges and agrees that (a) the Amendment No. 1 Lead Arrangers shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Administrative Agent and the Arrangers pursuant to Article IX and Section 10.05 of the Amended Credit Agreement and (b) except as otherwise agreed to in writing by the Borrower and the Amendment No. 1 Lead Arrangers, no Amendment No. 1 Lead Arranger shall have any duties, responsibilities or liabilities with respect to this Amendment, the Amendment No. 1 Term Loan Commitment, the Amendment No. 1 Term Loans, the Amended Credit Agreement or any other Loan Document.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.


ALLEGRO MICROSYSTEMS, INC., as Borrower


By:	/s/ Derek D’Antilio
	Name:	Derek D’Antilio
	Title:	Senior Vice President, Chief
	Financial Officer and Treasurer


Subsidiary Guarantor:


Allegro Microsystems, LLC


By:	/s/ Derek D’Antilio
	Name:	Derek D’Antilio
	Title:	Senior Vice President, Chief
	Financial Officer and Treasurer