TERMINATION OF COMMITMENT
Exhibit 10.2
TERMINATION OF COMMITMENT
This TERMINATION OF COMMITMENT (this “Agreement”), dated as of January 30, 2015, is by and among IXIA, a California corporation (“Borrower”), SILICON VALLEY BANK, as Administrative Agent (“Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (“Deutsche Bank”).
W I T N E S S E T H
WHEREAS, reference is made to that certain Credit Agreement, dated as of December 21, 2012, (as amended, modified, extended, restated, replaced, or supplemented from time to time through the Eighth Amendment thereto, the “Credit Agreement”), by and among Borrower, the Subsidiaries of the Borrower from time to time party thereto, certain banks and financial institutions from time to time party thereto (the “Lenders”) and Silicon Valley Bank (successor to Bank of America, N.A.), as Administrative Agent, Swingline Lender and L/C Issuer. Unless otherwise specified, all capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.
WHEREAS, Deutsche Bank has informed Agent of its desire terminate its Commitment under the Credit Agreement.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | The parties hereto agree that Deutsche Bank’s Commitments under the Credit Agreement shall be terminated as of the date hereof. |
| 2. | As a result of this action, after giving effect to such termination, the Commitment of all of the Lenders shall be $67,500,000 and Deutsche Bank shall cease to be a Lender under the Loan Documents. Schedule 1.01(b) to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 1.01(b) attached hereto as Exhibit A. |
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.
| SILICON VALLEY BANK, | ||
| as Administrative Agent | ||
| By: | /s/ Tom Harris | |
| Name: | Tom Harris | |
| Title: | Director | |
SIGNATURE PAGE TO TERIMINATION OF COMMITMENT
| IXIA | ||
| By: | /s/ Ronald W. Buckly | |
| Name: | Ronald W. Buckly | |
| Title: | Senior Vice President, Corporate Affairs | |
SIGNATURE PAGE TO TERIMINATION OF COMMITMENT
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
| By: | /s/ Ajay Shah | |
| Name: | Ajay Shah | |
| Title: | Managing Director | |
SIGNATURE PAGE TO TERIMINATION OF COMMITMENT
Exhibit A
Schedule 1.01(b)
Initial Commitments and Applicable Percentages
| Lender | Title | Commitment | Applicable Percentage | |||||||
| Silicon Valley Bank | Administrative Agent, L/C Issuer, Swingline Lender | $ | 27,500,000 | 41 | % | |||||
| HSBC Bank USA, National Association | $ | 21,000,000 | 31 | % | ||||||
| Barclays Bank PLC | $ | 11,500,000 | 17 | % | ||||||
| Stifel Bank and Trust | $ | 7,500,000 | 11 | % | ||||||
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| Total: | $ | 67,500,000 | 100 | % | ||||||
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SIGNATURE PAGE TO TERIMINATION OF COMMITMENT
