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Exhibit
10.1
SIXTH AMENDMENT OF CREDIT
AGREEMENT
This Sixth Amendment of
Credit Agreement (the “Sixth Amendment”) is entered
into as of January 3, 2005, between U.S. BANK NATIONAL ASSOCIATION
(“U.S. Bank”) and SI TECHNOLOGIES, INC.
(“SI”).
RECITALS
A. SI and U.S. Bank are
parties to a Credit Agreement dated as of June 26, 2002. That
agreement, as amended, is referred to in this Sixth Amendment as
the “Credit Agreement.” Capitalized terms used in this
Sixth Amendment that are not defined herein have the meanings
assigned to such terms in the Credit Agreement.
B. The Revolving Credit
Facility extended by U.S. Bank to SI pursuant to the Credit
Agreement matures on January 2, 2005.
C. SI has asked U.S. Bank to
extend the maturity date of the Revolving Credit Facility. U.S.
Bank is willing to do so, subject to the terms and conditions set
forth in this Sixth Amendment.
NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties to this Sixth Amendment agree as
follows:
TERMS AND
CONDITIONS
ARTICLE I
CONDITIONS
PRECEDENT
1.1 Conditions
Precedent . This Sixth Amendment, and U.S. Bank’s
obligations hereunder, shall not be effective unless all of the
following events occur by January 7, 2005:
(a) Execution of the Sixth
Amendment . SI shall have executed this Sixth Amendment and
delivered it to U.S. Bank;
(b) Execution of
Promissory Note Amendment Agreement . SI shall have executed
and delivered to U.S. Bank an agreement in form and content
satisfactory to U.S. Bank in its reasonable discretion amending the
Revolving Credit Facility Note to reflect the changes thereto
effected by the terms of Article II of this Sixth
Amendment;
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(c) Payment of Extension
Fee . SI shall have paid U.S. Bank $5,000 for the fee owed
pursuant to paragraph 2.2 of this Sixth Amendment; and
(d) Reaffirmation of the
Guaranties and the Security Documents . The Domestic
Subsidiaries shall have executed and delivered to U.S. Bank the
form of Acknowledgment and Consent set forth in Annex I to this
Sixth Amendment reaffirming their obligations under the Guaranties
and the Security Documents.
If all of the above-described conditions
precedent have not been satisfied (or waived in writing by U.S.
Bank) by January 7, 2005, this Sixth Amendment shall be of no force
and effect and the parties’ rights and obligations shall
continue to be governed by the Credit Agreement (without giving
effect to this Sixth Amendment).
ARTICLE II
MODIFICATION OF THE REVOLVING
CREDIT FACILITY
2.1 Extension of U.S.
Bank’s Commitment to Provide the Revolving Credit
Facility . Section 2.10 of the Credit Agreement hereby is
modified, amended, and restated as follows:
“On the earlier of (a)
April 1, 2005, or (b) acceleration of the Obligations following an
Event of Default, if any, under this Agreement, U.S. Bank’s
commitment to extend credit pursuant to the Revolving Credit
Facility shall terminate. The date on which U.S. Bank’s
commitment to extend credit to SI terminates, as specified in the
first sentence of this Section 2.10 of this Agreement, is referred
to in this Agreement as the “Maturity Date.” On the
Maturity Date, SI shall be obligated to pay in full the entire
balance of principal, interest, and fees owed pursuant to the
Revolving Credit Facility Note.”
2.2 Revolving Credit
Facility Extension Fee . Prior to or contemporaneously with the
execution of this Sixth Amendment, SI shall pay U.S. Bank $5,000 in
consideration of U.S. Bank’s agreement to extend its
commitment in respect of the Revolving Credit Facility on the basis
set forth in this Sixth Amendment.
2.3 Revolving Credit
Facility Otherwise Unchanged . Except as specified in
paragraphs 2.1 and 2.2 of this Sixth Amendment, the terms and
conditions of the Revolving Credit Facility are not modified or
amended by this Sixth Amendment. That means, among other things,
that SI shall continue to make the monthly payments of interest
owed in respect of the Revolving Credit Facility.
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ARTICLE III
REAFFIRMATION OF THE EXISTING
TERM LOAN
3.1 Existing Term Loan
Unchanged . SI acknowledges and agrees that this Sixth
Amendment does not modify, alter, or amend the Existing Term Loan
and that SI’s obligations in respect of the Existing Term
Loan remain in full force and effect. That means, among other
things, that SI shall continue to make all of the monthly payments
required by the promissory note evidencing that loan strictly in
accordance with the terms of that instrument.
ARTICLE IV
COLLATERAL FOR SI’S
OBLIGATIONS
4.1 Continued Validity of
the Security Documents . SI hereby expressly reaffirms and
acknowledges the validity of the Security Documents, the accuracy
of the information contained in those documents, and SI’s
grant of security interests and liens in favor of U.S. Bank in the
Collateral. SI acknowledges and agrees that the Security Documents,
and the security interests and liens created by those agreements in
the Collateral, secure payment of the Obligations. Furthermore, SI
acknowledges and agrees that the Security Documents, and the
security interests and liens created thereby in the Collateral,
shall continue in full force and effect after the execution of this
Sixth Amendment.
4.2 Other Documents .
SI hereby agrees that until SI satisfies the Obligations in full
and U.S. Bank has no further commitment to extend credit to SI, SI
promptly shall execute and deliver to U.S. Bank all documents
reasonably deemed necessary or desirable by U.S. Bank to create,
evidence, perfect, or continue U.S. Bank’s security interests
or liens in the Collateral. Furthermore, until SI satisfies the
Obligations in full and U.S. Bank has no further commitment to
extend credit to SI, SI authorizes U.S. Bank to take such actions
as U.S. Bank reasonably deems necessary or desirable to create,
evidence, perfect, or continue U.S. Bank’s security interests
or liens in the Collateral (including, but not limited to, filing
financing statements).
ARTICLE V
MISCELLANEOUS AND GENERAL
TERMS
5.1 Release of Claims
. SI hereby releases and forever discharges U.S. Bank and U.S.
Bank’s agents, principals, successors, assigns, employees,
officers, directors, and attorneys, and each of them, of and from
any and all claims, demands, damages, suits, rights, defenses,
offsets, or causes of action of every kind and nature that SI has
or may have as of the date it executes this Sixth Amendment,
whether known or unknown, contingent or matured, foreseen or
unforeseen, asserted or unasserted, including, but not limited to,
all claims for compensatory, general, special, consequential,
incidental, and punitive damages, attorney fees, and equitable
relief. In that regard, SI hereby agrees to waive and relinquish,
and by executing this Sixth Amendment shall be deemed to have
waived and relinquished to the fullest extent permitted by law, the
provisions, rights,
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