Exhibit
10.7
Note:
Information in this document marked with “[***]” has
been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect
to the omitted portions.
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WELLS FARGO
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REVOLVING LINE
OF CREDIT NOTE
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$15,000,000.00
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San Jose,
California
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October 31,
2008
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FOR
VALUE RECEIVED, the undersigned Magma Design Automation,
Inc. (“Borrower”) promises to pay to the order of
WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its
office at Santa Clara Valley RCBO, 121 Park Center Plaza, Second
Floor, San Jose, CA 95113 , or at such other place as the
holder hereof may designate, in lawful money of the United States
of America and in immediately available funds, the principal sum of
$15,000,000.00 , or so much thereof as may be advanced and
be outstanding, with interest thereon, to be computed on each
advance from the date of its disbursement as set forth
herein.
As
used herein, the following terms shall have the meanings set forth
after each, and any other term defined in this Note shall have the
meaning set forth at the place defined:
1.1 “Business
Day” means any day except a Saturday, Sunday or any other day
on which commercial banks in California are authorized or required
by law to close.
1.2 “Fixed
Rate Term” means a period commencing on a Business Day and
continuing for 1, 2 or 3 months , as designated by Borrower,
during which all or a portion of the outstanding principal balance
of this Note bears interest determined in relation to LIBOR;
provided however, that no Fixed Rate Term may be selected for a
principal amount less than $100,000.00 ; and provided
further, that no Fixed Rate Term shall extend beyond the scheduled
maturity date hereof. If any Fixed Rate Term would end on a day
which is not a Business Day, then such Fixed Rate Term shall be
extended to the next succeeding Business Day.
1.3 “LIBOR”
means the rate per annum (rounded upward, if necessary, to the
nearest whole 1/8 of 1%) determined by dividing Base LIBOR by a
percentage equal to 100% less any LIBOR Reserve
Percentage.
(a) “Base
LIBOR” means the rate per annum for United States dollar
deposits quoted by Bank as the Inter-Bank Market Offered Rate, with
the understanding that such rate is quoted by Bank for the purpose
of calculating effective rates of interest for loans making
reference thereto, on the first day of a Fixed Rate Term for
delivery of funds on said date for a period of time approximately
equal to the number of days in such Fixed Rate Term and in an
amount approximately equal to the principal amount to which such
Fixed Rate Term applies. Borrower understands and agrees that Bank
may base its quotation of the Inter-Bank Market Offered Rate upon
such offers or other market indicators of the Inter-Bank Market as
Bank in its discretion deems appropriate including, but not limited
to, the rate offered for U.S. dollar deposits on the London
Inter-Bank Market.
(b) “LIBOR
Reserve Percentage” means the reserve percentage prescribed
by the Board of Governors of the Federal Reserve System (or any
successor) for “Eurocurrency Liabilities” (as defined
in Regulation D of the Federal Reserve Board, as amended), adjusted
by Bank for expected changes in such reserve percentage during the
applicable Fixed Rate Term.
1.4 “Prime
Rate” means at any time the rate of interest most recently
announced within Bank at its principal office as its Prime Rate,
with the understanding that the Prime Rate is one of Bank’s
base rates and serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto,
and is evidenced by the recording thereof after its announcement in
such internal publication or publications as Bank may
designate.
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PROMNOTE.CA
(08/08)
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20081030033 /
Page 1
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