AMENDMENTNO. 13 TO CREDITAGREEMENT

EX-10.1 2 amendment13.htm AMENDMENT NO. 13 TO CREDIT AGREEMENT amendment13.htm
 
EXHIBIT 10.1

AMENDMENT NO. 13
TO
CREDIT AGREEMENT
 

THIS AMENDMENT NO. 13 is entered into effective as of the 30th day of June, 2009, by and between WINLAND ELECTRONICS, INC., a Minnesota corporation (the “Borrower”) and M&I MARSHALL & ILSLEY BANK, a banking corporation organized and existing under the laws of Wisconsin (“Bank”).

WHEREAS, Borrower and the Bank have entered into that certain Credit and Security Agreement dated as of June 30, 2003, as amended (the “Credit Agreement”) pursuant to which Bank has agreed to provide a revolving credit facility to Borrower on the terms and conditions contained therein; and

WHEREAS, Borrower and Bank desire to amend certain provisions of the Credit Agreement.

NOW, THEREFORE, Bank and Borrower hereby agree as follows:

1. Certain Definitions.  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.
 
2. Maturity Date.  The definition of “Maturity Date” as set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting the date “June 30, 2009”, and replacing it with the date “June 28, 2010”.
 
3. LIBOR Rate.  The definition of “LIBOR Rate” as set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting clause (ii) of said definition in its entirety and replacing the same with the following: “(ii) three percent (3.00%)”.
 
4. Interest.  Section 2.6(a) of the Credit Agreement is hereby amended by deleting said Section in its entirety and replacing the same with the following:
 
    “(a)           Note.  Except as set forth in Sections 2.6(b), 2.6(c) and 2.6(d), the outstanding principal balance of the Revolving Note shall bear interest at the greater of (i) four and one-half percent (4.50%) per annum, or (ii) the LIBOR Rate.”
 
5. Tangible Net Worth Covenant.  Section 6.12 of the Credit Agreement is hereby amended by deleting the text of said Section in its entirety and replacing the same with the following: “The Borrower will maintain its Tangible Net Worth, on a consolidate basis with all Subsidiaries, as of the end of each fiscal quarter commencing with the fiscal quarter ending June 30, 2009, at not less than $8,000,000.00.
 
6. Miscellaneous.  Except as specifically set forth herein, the Credit Agreement shall remain in full force and effect, with no other modification or waiver.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of Wisconsin.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement.  The Borrower hereby restates and reaffirms its obligation under the Credit Agreement to pay on demand all costs and expenses, including (without limitation) attorneys’ fees, incurred by the Lender in connection with the Obligations, this Amendment, the Loan Documents, and any other document or agreement related hereto, and the transactions contemplated hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 13 to Credit Agreement to be executed as of the day and year first written above.
 
 
 M&I Marshall & Ilsley Bank   Winland Electronics, Inc.  
           
By:
/s/  Melody Holland-Rehder
  
By:
/s/  Glenn A. Kermes  
  Melody Holland-Rehder     Glenn A. Kermes  
  Its Vice President     Chief Financial Officer  
           
 
 
       
           
By:
/s/  Steven L. Nichols
  
 
    
  Steven L. Nichols        
  Its Senior Vice President