Super Micro Computer: Credit Facility with Mega Bank (Form 8-K)

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Credit facility with Mega Bank

On September 13, 2021 (the “Mega Bank Effective Date”), Super Micro Computer Inc., Taiwan (the “Subsidiary”), a Taiwanese company and a wholly owned subsidiary of Super Micro Computer, Inc. (the “Company”), entered into a credit facility of NTD 1.2 billion (equivalent to US $ 43 million) (the “Mega Bank Credit Facility”) with Mega International Commercial Bank (“Mega Bank”). The Mega Bank Credit Facility will be used by the Subsidiary to support its manufacturing activities (such as the purchase of materials and components) and to provide medium term working capital (the “Permitted Uses”). The drawdowns under the Mega Bank credit facility can be made until December 31, 2024, with the first draw date no later than November 5, 2021. Drawdowns can reach up to 80% of authorized uses certified at the Bank in the certificates of drawing. The interest rate depends on the amount borrowed under the Mega Bank credit facility and, on the effective date of Mega Bank, ranges from 0.645% to 0.845% per annum, subject to adjustment in certain circumstances, such as events of default. Interest is payable monthly. Principal repayments for amounts borrowed begin on the 15theday of the following month two years after the first drawing, and are reimbursed in monthly installments over a period of 3 years thereafter. In the event that the Company does not own 100% of the subsidiary, Mega Bank may terminate the Mega Bank credit facility. The Mega Bank Credit Facility is unsecured and has customary default provisions allowing Mega Bank to reduce or cancel the credit extension, or to declare all amounts of principal and interest immediately due and payable. The Company is not the guarantor of the Mega Bank credit facility.

The foregoing description of the Mega Bank Credit Facility does not purport to be complete and is fully qualified by reference to the English translation of the Mega Bank Credit Facility, a copy of which is hereby filed as Exhibit 10.1, and is incorporated herein. by reference.

New credit facility with E.SUN Bank

The Subsidiary was party to this general credit agreement, dated December 2, 2020, with E.SUN Bank (“E.SUN Bank”), which provided for the issuance of loans, advances, acceptances, bills, bank guarantees, overdrafts. , letters of credit and other types of drawing instruments up to a credit limit of US $ 30 million (the “E.SUN Prior Bank Credit Facility”). The term of the Prior E.SUN bank credit facility was until September 18, 2021.

On September 13, 2021 (the “effective date of E. SUN Bank”), the Subsidiary entered into a new general credit agreement with E.SUN Bank, which replaced the old E.SUN credit facility. Bank (the “New Credit Facility”). The New E.SUN Bank Credit Facility allows borrowing of up to (i) NTD 1.6 billion (equivalent to US $ 57 million) and (ii) 30 million US dollars in loans, advances, acceptances, invoices, bank guarantees, overdrafts, letters of credit and other types of drawing instruments The other terms of the new E.SUN bank credit facility are essentially the same to those of the previous E.SUN bank credit facility.As a general rule, interest on base rate loans made under the new E.SUN bank credit facility is based on an average overnight interbank lending rate. the day in the financial sector (such as LIBOR or TAIFX) plus a margin f ixe, and are subject to occasional adjustments. The new E.SUN Bank credit facility has customary default provisions allowing E.SUN Bank to terminate or reduce the credit limit, shorten the credit period or consider all debts due and payable, including including in the event that the subsidiary has an overdue debt to another financial organization. The Company is not a guarantor of the new E.SUN bank credit facility.

The terms of specific drawing instruments issued under the new E.SUN bank credit facility, such as amount of credit, term of use, method of drawing, specific loan rate and other conditions relevant, must be set out in notifications and confirmation of credit terms. (a “Notice and Confirmation”) negotiated with E.SUN Bank. Pursuant to a notification and confirmation made on the Effective Date of E. SUN Bank, the Subsidiary and E. SUN Bank have agreed to each of the following:

I.A medium term loan of NTD 1.6 billion (equivalent to US $ 57 million) with a term of 5 years (the “Medium Term Loan”). The period of use is between July 29, 2021 and July 29, 2023. The interest rate hereunder is based on a variable annual rate plus a fixed margin, subject to adjustment in certain circumstances. Interest payments are due on a monthly basis. Principal is amortized evenly on a monthly basis, with principal repayments subject to a one-year grace period before repayment begins.

The Medium Term Loan will be used by the Subsidiary to support research and development activities (“Use of funds”). Levies can represent amounts of up to 80% of the expenditure for the use of authorized products. The Subsidiary is subject to various financial covenants within the framework of the Medium Term Loan, in particular a current ratio, a net debt ratio and an interest coverage ratio.

ii.A drawdown of US $ 30 million under the E.SUN Bank Credit Facility for a 120-day Import Loan (the “Import O / A Loan”). The period of use is between July 29, 2021 and July 29, 2022. The interest rate hereunder is based on LIBOR or TAIFX plus a fixed margin, subject to adjustment in certain circumstances. Interest payments are due monthly and the principal is repayable on the due date.

Neither the medium term loan nor the O / A import loan is guaranteed.

The foregoing descriptions of the New E.SUN Bank Credit Facility and Notice and Confirmation do not purport to be complete and are qualified in their entirety by reference to the full and complete terms of these documents, copies of which are filed by herein as Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.

Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant

The information set out in section 1.01 of this current report on Form 8-K is incorporated by reference in this section 2.03.

Financial statements and supporting documents

Disclaimer

Super Micro Computer Inc. published this content on September 17, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on September 17, 2021 10:11:07 AM UTC.

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