EX-10.2






AMENDMENT NUMBER TWO TO

REVOLVING CREDIT AGREEMENT




This AMENDMENT NUMBER TWO TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as
of December 14, 2016 (the “Effective Date”), and is entered into among IXYS CORPORATION
(the “Borrower”), the financial institutions party to the Credit Agreement (as defined below) from
time to time as lenders (collectively, the “Lenders”), BANK OF THE WEST as Administrative Agent for
Lenders (in such capacity, “Agent”), and KEYBANK NATIONAL ASSOCIATION as Syndication Agent.



RECITALS




WHEREAS, Borrower, Lenders, and Agent are parties to that certain Revolving Credit
Agreement, dated as of November 20, 2015 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”).



WHEREAS, Borrower has requested that Agent and the Required Lenders agree to extend the term
of the Credit Agreement and amend the Leverage Ratio covenant.



WHEREAS, Agent and the Required Lenders have agreed to Borrower’s request pursuant to the
terms of this Amendment.



NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties agree as follows:



1. DEFINITIONS. All terms which are defined in the Credit Agreement shall have the
same definition when used herein unless a different definition is ascribed to such term under this
Amendment, in which case, the definition contained herein shall govern.



2. AMENDMENTS. On the later of the Effective Date and the date all of the conditions
set forth in Section 3 of this Amendment have been satisfied, the Credit Agreement shall be
deemed amended in the following respects:



2.1 Amended Definition of Expiration Date. The definition of “Expiration Date” set
forth in Section 1.1.31 of the Credit Agreement is deleted in its entirety and is replaced
with the following:



“Expiration Date”: shall mean November 20, 2019, or the date of termination
of the Lenders’ commitments to lend under this Agreement pursuant to Section
7 hereof, whichever shall occur first.




2.2 Amended Leverage Ratio Covenant. The Leverage Ratio covenant set forth in
Section 5.2(iii) of the Credit Agreement is deleted in its entirety and is replaced with
the following:



(iii) A Leverage Ratio of not more than 2.50 to 1.00 as of the end of
each fiscal quarter.



3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. The amendments set forth in
Section 2 of this Amendment shall be effective on the date of completion of all of the following
conditions precedent:



3.1 Agent shall have received an executed counterpart to this Amendment from each of the
parties hereto.



3.2 Payment of (a) all of Agent’s out-of-pocket expenses (including Agent’s counsel’s fees and
expenses) in connection with the preparation and negotiation of this Amendment and pursuant to that
certain fee letter of even date herewith by and between Agent and Borrower, and (b) an upfront fee
of $125,000, payable to Agent for the Pro Rata benefit of the Lenders.



4. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Agent and the Lenders
that all of Borrower’s representations and warranties set forth in the Credit Agreement are true
and correct in all material respects (or all respects if already qualified by materiality) as of
the date hereof (except for any representations and warranties that expressly relate to an earlier
date, which shall be true and correct in all respects or all material respects, as applicable, as
of such earlier date).



5. LIMITED EFFECT. Except for the specific amendments contained in this Amendment,
the Credit Agreement shall remain unchanged and in full force and effect.



6. GOVERNING LAW. This Amendment shall be governed by the laws of the State of New
York, without giving effect to any conflict of law principles (but giving effect to Federal laws
relating to national banks).



7. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, each of which when so executed and delivered shall be
deemed to be an original. All such counterparts, taken together, shall constitute but one and the
same Amendment.



[Signatures are on the next page]




IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the date set
forth above.




BORROWER:




IXYS CORPORATION




By: /s/ Uzi Sasson

Name: Uzi Sasson

Title: President and CEO




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AGENT:




BANK OF THE WEST,






as Agent (with the consent of the Required Lenders)



	 	 	 
	By: /s/ Sidney S. Jordan

	 

	Name:

Title:

	 	Sidney S. Jordan

Managing Director







	 	 	LENDER:






BANK OF THE WEST,


as a Lender



	 	 	 
	By: /s/ Terry Switz

	 

	Name:

Title:

	 	Terry Switz

Director






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	 	 	LENDER:






KEYBANK NATIONAL ASSOCIATION,


as a Lender and Syndication Agent



	 	 	 
	By: /s/ Geoff Smith

	 

	Name:

Title:

	 	Geoff Smith

Senior Vice President






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	 	 	LENDER:






MUFG UNION BANK, N.A.,


as a Lender



	 	 	 
	By: /s/ David Schlager

	 

	Name:

	 	David Schlager
	
 
	 	 
	Title:

	 	Director
	 

	 	 






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	 	 	LENDER:






COMERICA BANK,


as a Lender



	 	 	 
	By: /s/ Robert Shutt

	 

	Name:

	 	Robert Shutt
	
 
	 	 
	Title:

	 	Senior Vice President
	 

	 	 







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