Contract
EXHIBIT
10.1
AMENDMENT
NO. 13
TO
THIS
AMENDMENT NO. 13 is entered into effective as of the 30th day of June, 2009, by
and between XXXXXXX ELECTRONICS, INC., a Minnesota corporation (the “Borrower”)
and M&I XXXXXXXX & 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 Xxxxxxxx & Xxxxxx Bank | Xxxxxxx Electronics, Inc. | ||||
| By: |
/s/
Xxxxxx Xxxxxxx-Xxxxxx
|
By:
|
/s/ Xxxxx X. Xxxxxx | ||
| Xxxxxx Xxxxxxx-Xxxxxx | Xxxxx X. Xxxxxx | ||||
| Its Vice President | Chief Financial Officer | ||||
| By: |
/s/
Xxxxxx X. Xxxxxxx
|
|
|||
| Xxxxxx X. Xxxxxxx | |||||
| Its Senior Vice President | |||||
