THIRD AMENDMENT TO CREDIT AGREEMENT

THIRD AMENDMENT TO
CREDIT AGREEMENT

THIS THIRD AMENDMENT (“Amendment”) dated as of September 28, 2012, by and between Perceptron, Inc. (“Company”) and Comerica Bank (“Bank”).

RECITALS:

A.                Company and Bank entered into an Amended and Restated Credit Agreement dated as of November 16, 2010, as amended (“Agreement”).

B.                 Company and Bank desire to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1.                  Section 8.8 of the Agreement is amended to read as follows:

     “8.8   Declare or pay any dividends or make any other distribution upon its stock except (a) dividends payable in the stock of Company and (b) dividends in an amount not to exceed $1,800,000 in any fiscal year of Company (or in the case of Company’s 2013 fiscal year, $2,800,000) paid in cash so long as at the time declared and paid and after giving effect thereto no Event of Default (or default which with the giving of notice or the passage of time or both would constitute an Event of Default) shall have occurred and be continuing.”

2.                 Company hereby represents and warrants that, after giving effect to the amendment contained herein, (a) execution, delivery and performance of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within Company’s corporate powers, have been duly authorized, are not in contravention of law or the terms of Company’s Articles of Incorporation or Bylaws, and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) the continuing representations and warranties of Company set forth in Sections 6.1 through 6.5 and 6.7 through 6.12 of the Agreement are true and correct on and as of the date hereof with the same force and effect as made on and as of the date hereof; (c) the continuing representations and warranties of Company set forth in Section 6.6 of the Agreement are true and correct as of the date hereof with respect to the most recent financial statements furnished to the Bank by Company in accordance with Section 7.1 of the Agreement; and (d) no Event of Default (as defined in the Agreement) or condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default under the Agreement, as hereby amended, has occurred and is continuing as of the date hereof.

3.                  Except as expressly provided herein, all of the terms and conditions of the Agreement remain unchanged and in full force and effect.

4.                  This Amendment shall be effective upon (a) execution of this Agreement by Company and the Bank and (b) execution by the Guarantor of the attached Acknowledgment of Guarantor.

IN WITNESS the due execution hereof as of the day and year first above written.

ACKNOWLEDGMENT OF GUARANTOR

The undersigned guarantor acknowledges and agrees to the foregoing Third Amendment and confirms that the Guaranty dated October 24, 2002, executed and delivered by the undersigned to the Bank remains in full force and effect in accordance with its terms.