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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Loan Agreement

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT | Document Parties: MAGSTAR TECHNOLOGIES INC | MagStar Technologies, Inc | US Bank National Association You are currently viewing:
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MAGSTAR TECHNOLOGIES INC | MagStar Technologies, Inc | US Bank National Association

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Title: THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Governing Law: Minnesota     Date: 11/8/2007
Industry: Scientific and Technical Instr.     Law Firm: Dorsey Whitney     Sector: Technology

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Parties: magstar technologies inc , magstar technologies  inc , us bank national association
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Exhibit 10.2

 

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

 

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated as of August 7, 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 the same has been amended by a First Amendment dated as of June 30, 2006 and a Second Amendment dated as of June 30, 2006 (as so 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 2.1(a) of the Credit Agreement is amended by deleting the date “July 31, 2007” contained therein and substituting the date “July 31, 2008” in lieu thereof.

 

2.2           Fixed Charge Coverage Ratio .  Section 6.10 of the Credit Agreement is amended in its entirety to read as follows:

 

Section 6.10    Fixed Charge Coverage Ratio .  The Borrower will not permit its Fixed Charge Coverage Ratio, in each case calculated for the twelve consecutive months then ended, to be less than (a) 0.25 to 1.0 on June 30, 2007, (b) 1.10 to 1.0 on September 30, 2007 and (c) 1.25 to 1.00 on December 31, 2007 and on the last day of each fiscal quarter of the Borrower thereafter.

 



 

Section 3. Effectiveness of Amendments .  The amendments contained in this Amendment shall become effective as of July 30, 2007 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           A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were last delivered to the Lender with a certificate of the Secretary of the Borrower, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment  (collectively, the “ Amendment Documents ”), and certifying as to specimens of such officer’s signature and such  officer’s incumbency in such offices as such officer holds.

 

3.3           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 not 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 ag





 
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