Item 1.01 Entry into a Material Definitive Agreement.

On December 29, 2021, Diodes Incorporated (the "Company"), Diodes Holding UK Limited (the "Foreign Borrower" and, collectively with the Company, the "Borrowers"), and certain subsidiaries of the Company as guarantors, entered into Amendment No. 6 (the "Amendment") to the Second Amended and Restated Credit Agreement, Consent and Incremental Term Assumption Agreement that amends that certain Second Amended and Restated Credit Agreement dated as of October 26, 2016 (as amended, modified and/or supplemented from time to time prior to the date of the Amendment, the "Existing Credit Agreement"). Certain capitalized terms used in this description of the Amendment have the meanings given to them in the Amendment or the Existing Credit Agreement.

The following summary does not purport to be a complete summary of the Amendment and is qualified in its entirety by reference to the Amendment[, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

The Amendment amends and modifies the Company's existing senior credit facilities under the Existing Credit Agreement as follows (x) increases the revolving senior credit facility ("Revolver") amount from $150,000,000 to $200,000,000, (y) reclassifies $50,000,000 of the existing outstanding balance on the Revolver into a funded term loan in the amount of $50,000,000, (z) reduces the interest rate and unused line fees.

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

The disclosure set forth above in Item 1.01 hereby is incorporated by reference into this Item 2.03.

Item 3.03 Material Modification to Rights of Security Holders.

The Existing Credit Agreement contains a covenant that, among other things, restricts the Company's and its subsidiaries' and certain of its affiliates' ability to, among other things, pay dividends with respect to its capital stock. The disclosure set forth above in Item 1.01 hereby is incorporated by reference into this Item 3.03.

Item 7.01 Regulation FD Disclosure.

The information in this Item 7.01, including Exhibit 99.1, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in Item 7.01 of this Form 8-K. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that the information in this Item 7.01 is material information that is not otherwise publicly available.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.




Exhibit Number   Description
10.1               Amendment No. 6 to Second Amended and Restated Credit
                 Agreement, dated as of December 29, 2021, by and among Diodes
                 Incorporated, Diodes Holding UK Limited, certain subsidiaries of
                 Diodes Incorporated party thereto, and Bank of America, N.A., as
                 Administrative Agent, the Lenders party thereto.
104              Cover Page Interactive Data File (embedded within the Inline
                 XBRL document).





--------------------------------------------------------------------------------

© Edgar Online, source Glimpses