Second Amendment of the Credit Agreement



 Exhibit 10.1 
 AMENDMENT NO. 2 
 TO 

CREDIT AGREEMENT 
 AMENDMENT NO. 2 (this “Amendment”), dated as of March 23, 2012, by and among LECROY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders
party hereto (the “Lenders”) and RBS CITIZENS, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). 
 RECITALS 
 Reference is made to the Credit Agreement dated as of
August 8, 2011 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”) among the Borrower, the Lenders and the Administrative Agent. Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Credit Agreement. 
 The Borrower has requested that the Credit Agreement be
amended in certain respects. 
 The Administrative Agent has advised the Borrower that the Required Lenders are willing to agree
to its request on the terms and subject to the conditions set forth in this Amendment. 
 Accordingly, in consideration of the
foregoing, the parties hereto hereby agree as follows: 
 Amendment to Credit Agreement 

Fixed Charges. Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Fixed Charges”
set forth therein in its entirety and substituting the following therefor: 
 “Fixed Charges”
means, for any period, the sum of, without duplication, (a) Consolidated Interest Expense for such period plus (b) the aggregate amount of all scheduled payments of principal on Indebtedness (including, without limitation, imputed
principal payments in respect of Capital Lease Obligations and Synthetic Lease Obligations but excluding mandatory principal prepayments and principal repayments on Convertible Senior Notes to the extent that such principal repayments are financed
by Revolving Loans or are extended to a date after October 15, 2016) paid or payable by the Borrower and its Domestic Subsidiaries during such period, determined in accordance with GAAP plus (c) Restricted Payments (other than repurchases
by the Borrower of outstanding shares of its Capital Securities) made during such period. 
 General. All references to
“this Agreement” in the Credit Agreement and to “the Credit Agreement” in the other Loan Documents shall be deemed to refer to the Credit Agreement as amended hereby. 

Conditions to Effectiveness. This Amendment shall be effective as of the date hereof, subject to the following conditions:

 The Administrative Agent shall have received an executed counterpart of this Amendment duly executed by an Authorized
Signatory of the Borrower. 
 The Administrative Agent shall have received an executed counterpart of this Amendment signed by
the Required Lenders. 







 The Administrative Agent shall have received an executed counterpart of the acknowledgement
and consent annexed hereto duly executed by each of the Guarantors. 
 The representations and warranties contained in the
Credit Agreement shall be true and correct in all material respects (except to the extent such representations and warranties specifically relate to an earlier date) and, after giving effect to this Amendment, no Default or Event of Default shall
have occurred and be continuing. 
 The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the effective date of this Amendment, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 

The Borrower shall have paid the reasonable fees and disbursements of counsel to the Administrative Agent and the Lenders in connection
with this Amendment. 
 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative
Agent and the Lenders that: 
 The representations and warranties set forth in the Loan Documents (other than the
representations and warranties made as of a specific date) are true and correct in all material respects as of the date hereof and with the same effect as though made on and as of the date hereof. 

After giving effect to this Amendment, no Default or Event of Default and no event or condition which, with the giving of notice or lapse
of time or both, would constitute such a Default or Event of Default, has occurred and is continuing or result herefrom. 
 (i)
The execution, delivery and performance by the Borrower of this Amendment is within its organizational powers and have been duly authorized by all necessary action (corporate or otherwise) on the part of the Borrower, (ii) this Amendment is the
legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, and (iii) neither this Amendment nor the execution, delivery and performance by the Borrower hereof: (A) contravenes the
terms of the Borrower’s Organizational Documents, (B) conflicts with or results in any breach or contravention of, or the creation of any Lien under, any document evidencing any contractual obligation to which the Borrower is a party or
any order, injunction, writ or decree to which the Borrower or its property is subject, or (C) violates any requirement of law. 
 Effect; No Waiver. 
 The Borrower hereby (i) reaffirms and admits the
validity and enforceability of the Loan Documents and all of its obligations thereunder and (ii) agrees and admits that it has no defenses to or offsets against any such obligation. Except as specifically set forth herein, the Credit Agreement
and the other Loan Documents shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. Other than as expressly set forth in Section 1 hereof, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any existing or future Default or Event of Default, whether known or unknown or any right, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or Security Agreement, nor
constitute a waiver of any provision of the Credit Agreement or Security Agreement, except as specifically set forth herein. 

The Borrower hereby (i) reaffirms all of its agreements and obligations under the Security Documents, (ii) reaffirms that all
Obligations of the Borrower under or in connection with the Credit Agreement as amended hereby are “Obligations” as that term is defined in the Security Documents and (iii) reaffirms that all such Obligations continue to be
secured by the Security Documents, which remains in full force and effect and is hereby ratified and confirmed. 

  
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 Miscellaneous. 

The Borrower shall pay the Administrative Agent upon demand for all reasonable expenses, including reasonable attorneys’ fees and
expenses of the Administrative Agent, incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment. 
 This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 
 This Amendment shall be binding upon the Borrower, the Administrative Agent and the Lenders and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Administrative
Agent and the Lenders and the respective successors and assigns of the Administrative Agent and the Lenders. 
 This Amendment
may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same
instrument. 
 [Signature pages follow.] 

  
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 AS EVIDENCE of the agreement by the parties hereto to the terms and conditions herein
contained, each such party has caused this Amendment to be executed on its behalf. 
  

			
	LECROY CORPORATION
		
	By:	 	 /S/ SEAN B. O’CONNOR

		 	Sean B. O’Connor, Vice President-Finance









 
			
	RBS CITIZENS, N.A.,
	as Administrative Agent, Issuer and Lender
		
	 By:
	 	 /S/ ANTHONY M. SELVAGGIO

		 	Anthony M. Selvaggio, Senior Vice President









 
			
	MANUFACTURERS AND TRADERS TRUST COMPANY
		
	 By:
	 	 /S/ CHRIS TESLA

		 	Chris Tesla, Vice President









 ACKNOWLEDGEMENT AND CONSENT 

Each of the undersigned Guarantors hereby (1) consents to the execution and delivery by the Borrower of the foregoing Amendment
No. 2; (2) confirms and agrees that it is a Guarantor party to the Guarantee Agreement and is a Grantor party to the Security Agreement and that the Loan Documents to which it is a party are, and shall continue to be, in full force and
effect in accordance with their respective terms, (3) agrees that the definition of “Obligations” (and any other term referring to the indebtedness, liabilities and obligations of the Borrower to the Administrative Agent or any
of the Lenders) in the Guarantee Agreement and the other Loan Documents to which it is a party shall include the Indebtedness of the Borrower under the foregoing Amendment; (4) agrees that the definition of “Credit Agreement”
in the Guarantee Agreement and the other Loan Documents to which it is a party is hereby amended to mean the Credit Agreement as modified by the foregoing Amendment No. 2; (5) reaffirms its continuing liability under the Guarantee
Agreement to which it is a party (as modified hereby); (6) reaffirms all of its agreements and obligations under the Loan Documents to which it is a party; and (7) reaffirms that all such Obligations continue to be secured by the Security
Documents, which remain in full force and effect and are hereby ratified and confirmed. 
  

			
	LECROY LIGHTSPEED CORPORATION
		
	 By:
	 	 /S/ SEAN B. O’CONNOR

		 	Sean B. O’Connor, Vice President-Finance
	
	COMPUTER ACCESS TECHNOLOGY CORPORATION
		
	 By:
	 	 /S/ SEAN B. O’CONNOR

		 	Sean B. O’Connor, Vice President-Finance
	
	CATALYST ENTERPRISES, INC.
		
	 By:
	 	 /S/ SEAN B. O’CONNOR

		 	Sean B. O’Connor, Vice President-Finance
	
	BOGATIN ENTERPRISES LLC
		
	 By:
	 	 /S/ SEAN B. O’CONNOR

		 	Sean B. O’Connor, Vice President-Finance