Exhibit 10.1
SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED
CREDIT AGREEMENT
This SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), made and entered into as of July 6, 2007,
is by and between MagStar Technologies, Inc., a Minnesota
corporation (the “Borrower”), and U.S. Bank National
Association, a national banking association (the
“Lender”).
RECITALS
1.
The Lender and the Borrower entered into a Second Amended and
Restated Credit Agreement dated as of June 30, 2005 as amended by a
First Amendment to Second Amended and Restated Credit Agreement
dated as of June 30, 2006 (as amended and as hereafter amended the
“Credit Agreement”); and
2.
The Borrower desires to amend certain provisions of the Credit
Agreement, and the Lender has agreed to make such amendments,
subject to the terms and conditions set forth in this
Amendment.
AGREEMENT
NOW, THEREFORE ,
for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby covenant
and agree to be bound as follows:
Section 1.
Capitalized Terms . Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned
to them in the Credit Agreement, unless the context shall otherwise
require.
Section 2.
Amendments . The Credit Agreement is hereby
amended as follows:
2.1
Revolving Maturity Date . Section 2.l(a) of the Credit
Agreement is amended by deleting therefrom the date “June 30,
2007” and inserting in its place “July 31, 2007”
as the Revolving Maturity Date.
Section 3.
Effectiveness of Amendments . The amendments
contained in this Amendment shall become effective upon delivery by
the Borrower of, and compliance by the Borrower with, the
following:
3.1
This Amendment duly executed by the Borrower.
3.2
The Borrower shall have satisfied such other conditions as
specified by the Lender, including payment of all unpaid legal fees
and expenses incurred by the Lender through the date of this
Amendment in connection with the Credit Agreement and the Amendment
Documents.
Section 4.
Representations, Warranties, Authority, No Adverse
Claim .
4.1
Reassertion of Representations and
Warranties, No Default . The Borrower hereby represents
that on and as of the date hereof and after giving effect to this
Amendment (a) all of the representations and warranties contained
in the Credit Agreement are true, correct and complete in all
respects as of the date hereof as though made on and as of such
date, except for changes permitted by the terms of the Credit
Agreement, and (b) there will exist no Default or
Event of Default under the Credit Agreement as
amended by this Amendment on such date which has nor been waived by
the Lender.
4.2
Authority, No Conflict, No Consent
Required . The Borrower represents and warrants that the
Borrower has the power and legal right and authority to enter into
the Amendment Documents and has duly authorized as appropriate the
execution and delivery of the Amendment Documents and other
agreements and documents executed and delivered by the Borrower in
connection herewith or therewith by proper corporate action, and
none of the Amendment Documents nor the agreements contained herein
or therein contravenes or constitutes a default under any
agreement, instrument or indenture to which the Borrower is a party
or a signatory or a provision of the Borrower’s Articles of
Incorporation, Bylaws or any other agreement or requirement of law,
or result in the imposition of any Lien on any of its properly
under any agreement binding on or applicable to the Borrower or any
of its property except, if any, in favor of the Lender. The
Borrower represents and warrants that no consent, approval or
authorization of or registration or declaration with any Person,
including but not limited to any governmental authority, is
required in connection with the execution and delivery by the
Borrower
