EXHIBIT
10.1
FORBEARANCE
LETTER
May 12, 2009
PRO-DEX, INC.
2631 McGaw Avenue
Irvine, CA 92614
Gentlemen:
Reference is made to that certain Credit Agreement dated as of
November 1, 2007 (as amended from time to time, the “Credit
Agreement”) by and between Pro-Dex, Inc., a Colorado
corporation (“Borrower”) and Wells Fargo Bank, National
Association (“Bank”). Capitalized terms used
herein but not defined shall have the meanings set forth in the
Credit Agreement.
As evidenced by Borrower’s financial statements for the
fiscal quarter ending March 31, 2009, Borrower has violated Section
4.9(d) and Section 4.9 (e) of the Credit Agreement (the
“Existing Violations”). Before Bank can determine
whether and under what conditions it might be willing to waive the
Existing Violations, Bank must conduct, and review the results of,
a collateral audit and a fixed asset analysis. Borrower has
requested that Bank forbear from exercising its rights and remedies
in connection with the Existing Violations until July 2,
2009. Bank is willing to do so, subject to the terms and
conditions set forth herein.
Bank and Borrower hereby agree as follows:
1. Bank hereby
agrees to forbear from exercising its rights and reme
