exv10w1






Exhibit 10.1




EXECUTION VERSION




Second Amendment to Credit Agreement




     This Second Amendment to Credit Agreement (this “Amendment”) dated as of December 29,
2010, is by and between Bank of the West (the “Bank”) and IXYS Corporation, a
Delaware corporation (the “Borrower”).



Recitals:




     A. The Bank and the Borrower are party to that certain Credit Agreement, dated as of November
13, 2009 (as amended by that certain First Amendment to Credit Agreement, dated as of February 17,
2010, the “Existing Credit Agreement” and, as further amended from time to time, the “Credit
Agreement”).



     B. The Borrower has requested that the Bank amend the provisions of the Existing Credit
Agreement as provided herein on and subject to the terms and conditions set forth herein. The Bank
is willing to agree to the requests of the Borrower, but only on the terms and conditions set forth
herein.



Agreement:




     Now, Therefore, in consideration of the premises and the mutual covenants and
conditions contained herein, and for good and valuable consideration, the receipt and sufficiency
of which are hereby specifically acknowledged, the parties hereby covenant and agree as follows:



     1. Definitions; References; Interpretation.



     (a) Unless otherwise specifically defined herein, each capitalized term used herein (including
in the Recitals hereof) that is defined in the Existing Credit Agreement shall have the meaning
assigned to such term in the Existing Credit Agreement.



     (b) Each reference to “this Agreement,” “hereof,” “hereunder,” “herein” and “hereby” and each
other similar reference contained in the Existing Credit Agreement, and each reference to “the
Credit Agreement” and each other similar reference in the other Loan Documents, shall from and
after the date of this Amendment, refer to the Existing Credit Agreement, as amended hereby. This
Amendment is a Loan Document.



     2. Amendment to Section 1.1.19 of the Existing Credit Agreement. Upon the effectiveness of
this Amendment, Section 1.1.19 of the Existing Credit Agreement is amended as of the Amendment
Effective Date (as hereinafter defined) to read in full as follows:




	 	1.1.19	 	“Expiration Date” shall mean October 31, 2013, or the date of termination of the
Bank’s commitment to lend under this Agreement pursuant to Section 7, whichever shall
occur first.




 









 











     3. Amendment to Section 2.1.1 of the Existing Credit Agreement. Upon the effectiveness of
this Amendment, Section 2.1.1 of the Existing Credit Agreement is amended as of the Amendment
Effective Date (as hereinafter defined) to read in full as follows:




	 	2.1.1	 	The Line of Credit: On terms and conditions as set forth herein, the Bank
agrees to make Advances to the Borrower from time to time from the date hereof to the
Expiration Date, provided the aggregate amount of such Advances outstanding at any time
does not exceed $20,000,000.00 (the “Line of Credit”). Within the foregoing limits,
the Borrower may borrow, partially or wholly prepay, and reborrow under this Section
2.1. Proceeds of the Line of Credit shall be used to assist with the general working
capital needs of the Borrower’s operations.





     4. Amendment to Section 5.10 of the Existing Credit Agreement. Upon the effectiveness of this
Amendment, Section 5.10 of the Existing Credit Agreement is amended as of the Amendment Effective
Date (as hereinafter defined) to read in full as follows:




	 	5.10	 	Redemption or Repurchase of Stock: Shall not redeem or repurchase any class of
the Borrower’s stock now or hereafter outstanding, except in an aggregate amount of up
to $25,000,000.00 during the term of this Agreement.





     5. Amendment to Section 8.6 of the Existing Credit Agreement. Upon the effectiveness of this
Amendment, the notice information under the heading “To the Bank” in Section 8.6 of the Existing
Credit Agreement is amended as of the Amendment Effective Date (as hereinafter defined) to read in
full as follows:


To the Bank:



BANK OF THE WEST

San Jose Office (NBO)

95 South Market Street, Suite 100

San Jose, CA 95113





	 	Attn:	 	Stuart Darby

Vice President and Senior Relationship Manager

	 	FAX:	 	(408) 292-4092





     6. Representations and Warranties. The Borrower hereby represents and warrants to the Bank as
follows:




     (a) No Event of Default or event that, with the giving of notice or the passage of
time, or both, would be an Event of Default has occurred and is continuing (or would result
from the amendment of the Existing Credit Agreement contemplated hereby).




     (b) The execution, delivery and performance by the Borrower of this Amendment has been
duly authorized by all necessary corporate and other action and do not and will not require
any registration with, consent or approval of, or notice to or action by, any Person in
order to be effective and enforceable.




     (c) On and as of the date of this Amendment, all representations and warranties of the
Borrower contained in the Existing Credit Agreement and in each other Loan Document are



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true and correct in all material respects (except to the extent such representations
and warranties expressly refer to an earlier date, in which case they are true and correct
as of such earlier date).



     7. Conditions of Effectiveness.



     (a) The Amendment shall become effective as of the date first set forth above (the “Amendment
Effective Date”) upon the satisfaction of all of the following conditions:




     (i) The Borrower shall have delivered to the Bank an original of this Amendment,
together with the Consent and Reaffirmation attached hereto, duly executed by the Borrower,
IXYS USA, Inc. or Clare, Inc., as applicable;




     (ii) The Borrower shall have delivered to the Bank evidence that the execution,
delivery and performance of this Amendment, have been duly authorized;




     (iii) each of the representations and warranties of the Borrower in Section 6 of this
Amendment shall be true, correct and accurate as of the date of this Amendment; and




     (iv) unless waived by the Bank in the Bank’s sole discretion, the Bank shall have
received in immediately available funds all fees, costs and expenses (including, without
limitation, the reasonable fees, costs and expenses of counsel to the Bank) incurred by the
Bank connection with the transactions contemplated by the Loan Documents and reimbursable to
the Bank or directly payable by the Borrower pursuant to the terms of the Existing Credit
Agreement.



     (b) Except as expressly amended pursuant hereto, the Existing Credit Agreement and each of the
other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified
and confirmed in all respects, and the Collateral described in the Loan Documents shall continue to
secure the Obligations.



     8. General Provisions.



     (a) This Amendment shall be binding upon and inure to the benefit of the parties to the Credit
Agreement and their respective successors and assigns.



     (b) This Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts together shall constitute but one and the same
instrument. Each of the parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by the other party thereto either in the form of an
executed original or an executed original sent by facsimile or electronic transmission to be
followed promptly by mailing of a hard copy original, and that receipt by the Bank of an
electronically or telecopier facsimile document purportedly bearing the signature of the Borrower
and shall bind the Borrower with the same force and effect as the delivery of a hard copy original.



     (c) This Amendment contains the entire and exclusive agreement of the parties to the Credit
Agreement with reference to the matters discussed herein. This Amendment supersedes all prior
drafts and communications with respect hereto. This Amendment may not be amended except in
accordance with the provisions of the Credit Agreement.



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     (d) Section 8 of the Existing Credit Agreement is incorporated herein by this reference and
made applicable as if set forth herein in full.



[Signature page follows.]




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     In Witness Whereof, the parties hereto have as of the date first written above duly
executed this Second Amendment to Credit Agreement.



	 	 	 	 	 
	 	Bank:



Bank of the West

 	 
	 	By:  	/s/ Stuart Darby
 	 
	 	 	Name:  	Stuart Darby 	 
	 	 	Title:  	Vice President 	 
	 
	 	
Borrower:



IXYS Corporation

 	 
	 	By:  	/s/ Uzi Sasson
 	 
	 	 	Name:  	Uzi Sasson 	 
	 	 	Title:  	President, CFO and Secretary 	 













 






	 	 	 	 	 



Consent and Reaffirmation





     Each of the undersigned, a subsidiary of IXYS Corporation (“Borrower”) who has
executed both a continuing guaranty in favor of Bank of the West (“Bank”), hereby: (i)
consents to the foregoing Second Amendment to Credit Agreement; (ii) reaffirms its obligations
under its respective continuing guaranty; (iii) reaffirms the waivers of each and every one of the
defenses to such obligations as set forth in such continuing guaranty; (iv) remakes its
representations and warranties under its respective continuing guaranty as of the date hereof and
after giving effect to the Second Amendment to Credit Agreement; and (v) reaffirms that its
obligations under such continuing guaranty are separate and distinct from the obligations of any
other party under the Credit Agreement (as modified by the Second Amendment to Credit Agreement)
and the other Loan Documents.


Dated as of December 29, 2010



Guarantor:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	IXYS USA, Inc.	 	Clare, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Uzi Sasson	 	By:	 	/s/ Uzi Sasson	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Uzi Sasson
	 	 	 	Name:
	 	Uzi Sasson	 	 
	 

	 	Title:
	 	President
	 	 	 	Title:
	 	President