Item 1.01 Entry into a Material Definitive Agreement

On May 12, 2020, Super Micro Computer, Inc., a Delaware corporation (the "Company"), entered into the Third Amendment to Loan and Security Agreement (the "Third Amendment"), which further amends the Loan and Security Agreement dated as of April 19, 2018 (as amended, restated, amended or restated, extended, supplemented, or otherwise modified from time to time, the "Loan Agreement"), among the Company, Super Micro Computer B.V., a private limited liability company formed under the laws of the Netherlands (together with the Company, individually, a "Borrower" and collectively, the "Borrowers"), the financial institutions party to the Loan Agreement from time to time as Lenders and Bank of America, N.A., as administrative agent for the Lenders. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Loan Agreement.

The Third Amendment amends the Loan Agreement to, among other things:

a. extend the maturity date from June 30, 2020 to June 30, 2021;

b. release the real property collateral securing the obligations thereunder;





c.     increase the cap on the inventory component to the borrowing base formula
       from $100 million to an amount equal to 60% of the aggregate revolver
       commitments (currently $250 million, resulting in a $150 million cap);



d.     change the testing period for the fixed charge coverage ratio financial
       covenant from monthly to quarterly;



e.     modify the payment conditions the Company must satisfy to make
       acquisitions, capital contributions, certain loans or dividends and other
       distributions, as well as repay indebtedness, by reducing the availability
       requirements thereof;



f.     permit (i) certain real estate financing transactions so long as the
       Company and its subsidiaries own at least $50 million of unencumbered real
       property after giving effect to such financing transactions and (ii)
       certain other debt incurred by subsidiaries that are not borrowers or
       guarantors under the Loan Agreement so long as, among other things, the
       total amount of debt incurred by the Company and its subsidiaries
       (including under the Loan Agreement) does not exceed a multiple of the
       Company's EBITDA, determined over the immediately preceding twelve months;



g.     permit the Company and its subsidiaries to sell its real property or enter
       into sale and leaseback transactions with respect to its real property so
       long as after giving effect to any such sale or sale and leaseback
       transactions the Company and its subsidiaries own at least $50 million of
       unencumbered real property;



h.     provide that LIBOR cannot be less than 1% for purposes of determining
       interest rates;

i. increase the unused line fee from 0.25% per annum to 0.375% per annum;

j. eliminate the requirement to provide monthly financial reporting; and





k.     remove the provisions relating to the Company's option to convert the Loan
       Agreement into a five-year credit facility upon the satisfaction of
       certain conditions.

In connection with the Third Amendment, the Company agreed to pay to the Lenders an aggregate fee equal to 0.25% of the aggregate revolver commitments.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits




(d) Exhibits

  Exhibit
  Number       Description

   10.1          Third Amendment to Loan and Security Agreement with Bank of America,
               N.A. dated May 12, 2020, by and among Super Micro Computer, Inc., the
               lenders party thereto and Bank of America, N.A., as administrative
               agent for the lenders.

    104        The cover page from this Current Report on Form 8-K, formatted in
               Inline XBRL.

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