EX-10.1



 Exhibit 10.1 

SEVENTH AMENDMENT TO CREDIT AGREEMENT 

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), effective as of June 27, 2014, is by and among
IXIA, a California corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. 
 W I T
N E S S E T H 
 WHEREAS, the Borrower, the Subsidiaries of the Borrower from time to time party thereto (the
“Guarantors”), certain banks and financial institutions from time to time party thereto (the “Lenders”) and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, are parties to that
certain Credit Agreement dated as of December 21, 2012 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”); 

WHEREAS, the Loan Parties have requested that the Required Lenders amend certain provisions of the Credit Agreement; and 

WHEREAS, the Required Lenders are willing to make such amendments to the Credit Agreement, in each case in accordance with and subject
to the terms and conditions set forth herein. 
 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: 

ARTICLE I 
 AMENDMENT TO
CREDIT AGREEMENT 
 1.1 Amendment to Section 6.01. Section 6.01 (b) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows: 
 (b) Quarterly Financial Statements. As soon as available,
but in any event within (i) forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and (ii) sixty (60) days after the end of the fourth fiscal quarter of each fiscal year
of the Borrower; provided that (A) for fiscal quarter ended December 31, 2013, Borrower shall have until March 28, 2014 to comply with this Section 6.01(b), (B) for the fiscal quarter ended March 31, 2014,
Borrower shall have until July 22, 2014 to comply with this Section 6.01(b) and (C) Borrower shall have until August 29, 2014 to comply with this Section 6.01(b) for the fiscal quarter ended June 30, 2014, a
Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and
for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the 







 
corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, certified by the chief executive officer, chief financial officer, treasurer or
controller who is a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries, subject only to normal year-end audit
adjustments and the absence of footnotes. 
 ARTICLE II 

CONDITIONS TO EFFECTIVENESS 

2.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment
Effective Date”) upon satisfaction (or waiver) of the following conditions on or prior to June 27, 2014: 
 (a)
Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Loan Parties, the Required Lenders and the Administrative Agent. 

(b) Default. After giving effect to this Amendment, no Default or Event of Default shall exist whether in respect of any
Delayed Filing Event or otherwise. 
 (c) Fees and Expenses. 

(i) The Administrative Agent shall have received from the Borrower, for the account of each Lender that executes and delivers a
signature page hereto to the Administrative Agent by 5:00 p.m. (EST) on or before June 27, 2014 (each such Lender, a “Consenting Lender” and collectively, the “Consenting Lenders”), an amendment fee in an
amount equal to $5,000 per Consenting Lender. 
 (ii) The Administrative Agent shall have received from the Borrower such
other fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby and Administrative Agent’s legal counsel shall have received from the Borrower payment of all outstanding fees and expenses
previously incurred and all reasonable fees and expenses incurred in connection with this Amendment. 
 (d)
Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel. 

ARTICLE III 

MISCELLANEOUS 
 3.1
Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby
or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 

  
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 3.2 Representations and Warranties of Loan Parties. Each of the Loan Parties
represents and warrants, as of the Amendment Effective Date, as follows: 
 (a) It has taken all necessary action to
authorize the execution, delivery and performance of this Amendment. 
 (b) This Amendment has been duly executed and
delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 

(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. 

(d) The representations and warranties set forth in Article V of the Credit Agreement shall (i) with respect to
representations and warranties that contain a materiality qualification, be true and correct (subject to the materiality qualifications set forth therein) and (ii) with respect to representations and warranties that do not contain a materiality
qualification, be true and correct in all material respects, and except that for purposes of this Section 3.2(d), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to
the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively. 
 (e)
After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. 

(f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the
Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens. 

(g) The Loans and other amounts payable by Borrower pursuant to the Credit Agreement are not reduced or modified by this
Amendment and are not subject to any offsets, defenses or counterclaims. 
 3.3 Reaffirmation of Obligations. Each Loan Party
hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective
Obligations. 
 3.4 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.


  
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 3.5 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel. 

3.6 Further Assurances. The Loan Parties agree to promptly take such action, upon the request of the Administrative Agent, as is
necessary to carry out the intent of this Amendment. 
 3.7 Entirety. This Amendment and the other Loan Documents embody the
entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. 

3.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment or any other document required to be delivered hereunder, by fax transmission or
e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the foregoing, upon the request of any party, such fax transmission or e-mail
transmission shall be promptly followed by such manually executed counterpart. 
 3.9 No Actions, Claims, Etc. As of the date
hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent,
the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement
on or prior to the date hereof. 
 3.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. 
 3.11 Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns. 
 3.12 Consent to Jurisdiction; Service
of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 11.14 and 11.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 

[SIGNATURES ON THE FOLLOWING PAGES] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on
the date first above written. 
  

							
	BORROWER:	 		 	IXIA,
		 		 	a California corporation
				
		 		 	By:	 	 /s/ Ronald W. Buckly

		 		 	Name:	 	Ronald W. Buckly
		 		 	Title:	 	SVP, Corporate Affairs and General Counsel
			
	GUARANTORS:	 		 	
			
		 		 	CATAPULT COMMUNICATIONS CORPORATION
				
		 		 	By:	 	 /s/ Ronald W. Buckly

		 		 	Name:	 	Ronald W. Buckly
		 		 	Title:	 	VP, Legal
			
		 		 	VERIWAVE, INC.
				
		 		 	By:	 	 /s/ Ronald W. Buckly

		 		 	Name:	 	Ronald W. Buckly
		 		 	Title:	 	 VP, Legal

			
		 		 	ANUE SYSTEMS, INC.
				
		 		 	By:	 	 /s/ Ronald W. Buckly

		 		 	Name:	 	Ronald W. Buckly
		 		 	Title:	 	SVP, Legal
			
		 		 	BREAKINGPOINT SYSTEMS, INC.
				
		 		 	By:	 	 /s/ Ronald W. Buckly

		 		 	Name:	 	Ronald W. Buckly
		 		 	Title:	 	SVP, Legal
			
		 		 	NET OPTICS, INC.
				
		 		 	By:	 	 /s/ Ronald W. Buckly

		 		 	Name:	 	Ronald W. Buckly
		 		 	Title:	 	VP


  
 [Signature Page to
Seventh Amendment to Credit Agreement] 









							
		 		 	NET OPTICS IL, LLC
				
		 		 	By:	 	 /s/ Ronald W. Buckly

		 		 	Name:	 	Ronald W. Buckly
		 		 	Title:	 	Secretary


  
 [Signature Page to
Seventh Amendment to Credit Agreement] 









							
	ADMINISTRATIVE AGENT:	 		 	BANK OF AMERICA, N.A.,
		 		 	in its capacity as Administrative Agent
				
		 		 	By:	 	 /s/ Mollie S. Canup

		 		 	Name:	 	Mollie S. Canup
		 		 	Title:	 	Vice President


  
 [Signature Page to
Seventh Amendment to Credit Agreement] 









							
	LENDERS:	 		 	BANK OF AMERICA, N.A.,
		 		 	in its capacity as Lender
				
		 		 	By:	 	 /s/ Jonathan VanDerMeid

		 		 	Name:	 	Jonathan VanDerMeid
		 		 	Title:	 	Vice President


  
 [Signature Page to
Seventh Amendment to Credit Agreement] 









							
		 		 	U.S. BANK NATIONAL ASSOCIATION,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Vinh Ly

		 		 	Name:	 	Vinh Ly
		 		 	Title:	 	Vice President


  
 [Signature Page to
Seventh Amendment to Credit Agreement] 









							
		 		 	SILICON VALLEY BANK,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Raj Morey

		 		 	Name:	 	Raj Morey
		 		 	Title:	 	Vice President


  
 [Signature Page to
Seventh Amendment to Credit Agreement] 









							
		 		 	HSBC BANK USA, NATIONAL ASSOCIATION,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Eric Seltenrich

		 		 	Name:	 	Eric Seltenrich
		 		 	Title:	 	SVP


  
 [Signature Page to
Seventh Amendment to Credit Agreement] 









							
		 		 	BARCLAYS BANK PLC,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Irina Dimova

		 		 	Name:	 	Irina Dimova
		 		 	Title:	 	Vice President


  
 [Signature Page to
Seventh Amendment to Credit Agreement] 









							
		 		 	STIFEL BANK AND TRUST,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Matthew L. Diehl

		 		 	Name:	 	Matthew L. Diehl
		 		 	Title:	 	Senior Vice President


  
 [Signature Page to
Seventh Amendment to Credit Agreement]