Exhibit 10.19
Published CUSIP Number: 41457QAA2
CREDIT AGREEMENT
Dated as of June 30, 2008
among
HARRIS STRATEX NETWORKS, INC.
HARRIS STRATEX NETWORKS OPERATING CORPORATION,
HARRIS STRATEX NETWORKS (S) PTE. LTD.
as the Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender
and
L/C Issuer,
SILICON VALLEY BANK,
as Lender and L/C Issuer,
BANC OF AMERICA SECURITIES ASIA LIMITED,
as Singapore Loan Agent
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC and
SILICON VALLEY BANK,
as
Joint Lead Arrangers and Book Managers
TABLE OF CONTENTS
Section
Page
ARTICLE
I.
DEFINITIONS AND ACCOUNTING TERMS
1
1.01 Defined Terms
1
1.02 Other Interpretive Provisions
20
1.03 Accounting Terms
21
1.04 Rounding
22
1.05 Exchange Rates; Currency Equivalents
22
1.06 Additional Alternative Currencies
22
1.07 Change of Currency
23
1.08 Times of Day
23
1.09 Letter of Credit Amounts
23
ARTICLE
II.
THE COMMITMENTS AND CREDIT EXTENSIONS
23
2.01 Committed Loans
23
2.02 Borrowings, Conversions and Continuations of Committed Loans
24
2.03 Letters of Credit
26
2.04 Swing Line Loans
34
2.05 Prepayments
37
2.06 Termination or Reduction of Commitments
38
2.07 Repayment of Loans
38
2.08 Interest
39
2.09 Fees
39
2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin
40
2.11 Evidence of Debt
41
2.12 Payments Generally; Administrative Agent’s Clawback
41
2.13 Sharing of Payments by Lenders
43
2.14 Increase in Commitments
44
2.15 Designated Borrowers; Relationship Among Borrowers
45
2.16 Joint and Several Liability of Borrowers
46
ARTICLE
III.
TAXES, YIELD PROTECTION AND ILLEGALITY
48
3.01 Taxes
48
3.02 Illega