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AMENDMENT NO. 14
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 14 is entered into effective
as of the 30th day of September, 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. Borrowing
Base . The definition of “Borrowing
Base” set forth in Section 1.1 of the Credit Agreement is
hereby amended by deleting the text of said definition in its
entirety and replacing the same with the following:
“Borrowing Base” means, at any time, the lesser of: (a)
the Maximum Line; or (b) 80% of Eligible
Accounts.”
3. Eligible
Accounts. Subsection (xi) under the definition of
“Eligible Accounts” in Section 1.1 of the Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
“(xi) That
portion of Accounts owed by an account debtor, regardless of
whether otherwise eligible, which exceeds 15%, or, as to Accounts
owed by XATA, 40% (or in any event such lower percentage as Lender
may designate upon a determination by Lender that the quality of
any Account has been diminished) of all Accounts owed by all
account debtors.”
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