Exhibit 10.1

 

EXECUTION VERSION

 



 

Amendment no. I to Vendor Loan Agreement

Project Atmosphere

 

	
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Side 2
    	
This amendment   (the “Amendment”) to the Vendor Loan Agreement signed 2 April 2012 (the   “Agreement”) is made on 28 June 2012
    
	
 
    	
 
    
	
 
    	
between:
    
	
 
    	
 
    
	
 
    	
PBI   Holding A/S
    
	
 
    	
Kærup Allé 3
    
	
 
    	
DK 4100 Ringsted
    
	
 
    	
Denmark
    
	
 
    	
CVR-no. 28 15 85   56
    
	
 
    	
 
    
	
 
    	
(the “Lender”)
    
	
 
    	
 
    
	
 
    	
and
    
	
 
    	
 
    
	
 
    	
Mocon, Inc.
    
	
 
    	
7500 Mendelssohn   Ave North
    
	
 
    	
Minneapolis,
    
	
 
    	
Minnesota, 55428
    
	
 
    	
USA
    
	
 
    	
 
    
	
 
    	
(the “Borrower”   and together with the Lender referred to as the “Parties” and each of them as   a “Party”)
    
	
 
    	
 
    
	
 
    	
WHEREAS the   Borrower on 29 June 2012 wishes to make an early repayment of DKK   6,500,000 under the Vendor Loan and on 31 July 2012 an additional early   repayment under the Vendor Loan of DKK 6,500,000; and
    
	
 
    	
 
    
	
 
    	
NOW, THEREFORE,   the Lender and the Borrower have agreed to amendment the Agreement as   follows:
    
	
 
    	
 
    
	
 
    	
NOW IT IS AGREED   AS FOLLOWS
    
	
 
    	
 
    	
 
    
	
 
    	
1
    	
Definitions
    
	
 
    	
 
    	
 
    
	
 
    	
1.1
    	
Capitalised   terms and definitions used in this Amendment shall have the same meaning set   out in the Agreement, unless otherwise set out herein.
    
	
 
    	
 
    	
 
    
	
 
    	
1.2
    	
Any reference in   the Agreement or in this Amendment to the “Agreement” shall be construed as a   reference to the Agreement as amended by this Amendment. Any reference in the   Agreement or in this Amendment to a specific clause of the Agreement shall be   construed as a reference to said clause in the Agreement as amended by this   Amendment.
    
	
 
    	
 
    	
 
    
	
 
    	
2
    	
Amendments   to the Agreement
    
	
 
    	
 
    	
 
    
	
 
    	
2.1
    	
The Parties have   agreed to make the following amendments to the Agreement:
    


 











 

	
Side 3
    	
2.1.1
    	
The existing Clause 2.1 of the Agreement is hereby replaced by the   following:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“The Vendor Loan   together with accrued interest shall be repaid in semi-annual instalments as   set out in Schedule 2.1 with the first repayment instalment falling due on 2   October 2012 and the final repayment instalment falling due on the first   Business Day following 2 April 2015 (the “Final Repayment Date”). The   Borrower is entitled at any time prior to the Final Repayment Date to repay   the outstanding Vendor Loan in full or in part, it being understood that any   such early repayment shall include payment of accrued interest in an equal   proportion to the early repayment amount.”
    
	
 
    	
 
    	
 
    
	
 
    	
2.1.2
    	
Clause 2 of the   Agreement is hereby amended by adding the following Clause 2.2:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“The Borrower   shall by wire transfer in immediately available funds to the Lender’s bank   account with Danske Bank, account number 4955-6170002367 on (i) on 29   June 2012 transfer DKK 6,500,000; and (ii) on 31 July 2012   transfer DKK 6,500,000.”
    
	
 
    	
 
    	
 
    
	
 
    	
2.1.3
    	
Clause 4 of the   Agreement is hereby amended by adding the following Clause 4.2:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Upon receipt of   the payment made under Clause 2.3 on or prior to 29 June 2012, the   Lender shall automatically, and without the need for further action, release   35% of the shares (equal to nominally DKK 7,000,000 shares) in the Company   from the pledge made in favour of the Lender under the Security Documents.   For the avoidance of doubt such release shall in no event be considered or   interpreted as a release of the pledge in full but solely a partial release   of the said shares. The Parties agree that, contingent of receipt by Lender   of the payment made under Clause 2.3 on or prior to 29 June 2012, the   Security Documents shall be amended to reflect the release from pledge of   nominally DKK 7,000,000 shares in the Company but such release will be   automatically effective upon such receipt by Lender regardless of when the   Security Agreements are so amended.”
    
	
 
    	
 
    	
 
    
	
 
    	
2.1.4
    	
The existing   Clause 4.2 of the Agreement shall now be Clause 4.3.
    
	
 
    	
 
    	
 
    
	
 
    	
2.1.5
    	
The existing   Clause 5.1 of the Agreement is hereby replaced by the following:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“The Borrower   shall procure that Acquisition Co. does not sell its shares in the Company   and that Acquisition Co. does not create or permit to be created or permit to   exist and will discharge any Encumbrance (as defined in the SPA) upon any of   the shares in the Company, including the shares released from pledge as set   out in Clause 4.2, to or in favour of any other person than the Lender and   shall procure that none of the Group Companies sell any substantial part of   its assets other than in the ordinary course of business, including any   Subsidiary Shares, except with the prior written consent of the Lender.”
    
	
 
    	
 
    	
 
    
	
 
    	
2.1.6
    	
Clause 7 of the   Agreement is hereby amended by adding the following Clause 7.1.6:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Early repayment
    
	
 
    	
 
    	
The Borrower   (the Guarantor, if relevant) does not make the planned early repayment as set   out in Clause 2.2(ii) (as amended by clause 2.1.2 of this Amendment)   provided that if non-payment is caused only by administrative or technical   error, such event of non-
    


 











 

	
Side 4
    	
 
    	
payment shall   not constitute an Event of Default when (i) the Borrower has the funds   available to make the required payment, and (ii) payment is actually   made for value within three (3) Business Days after written demand from   the Lender following the due date.”
    
	
 
    	
 
    	
 
    
	
 
    	
2.1.7
    	
Clause 7 of the   Agreement is hereby amended by adding the following Clause 7.1.7:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Negative pledge   of the shares in the Company
    
	
 
    	
 
    	
Acquisition Co.   creates or permits to be created or permit to exist or have not discharged   Encumbrance upon any of the shares in the Company to or in favour of any   other person than the Lender”
    
	
 
    	
 
    	
 
    
	
 
    	
2.2
    	
Other than specifically   set forth in this Amendment, nothing in this Amendment shall affect any of   the rights or obligations of the Parties under the Agreement. In particular,   and for the avoidance of doubt the Parties agree and acknowledges that all   other Clauses of the Agreement shall continue in full force and effect except   to the extent expressly amended by this Amendment.
    
	
 
    	
 
    	
 
    
	
 
    	
2.3
    	
For the   avoidance of doubt Clauses 8, 9, 10 and 11 of the Agreement shall apply to   this Amendment as well.
    
	
 
    	
 
    	
 
    
	
 
    	
3
    	
Amendments   to Schedule 2.1
    
	
 
    	
 
    	
 
    
	
 
    	
3.1
    	
Schedule 2.1 is   replaced by Schedule 2.1 attached to this Amendment.
    
	
 
    	
 
    	
 
    
	
 
    	
4
    	
Copies
    
	
 
    	
 
    	
 
    
	
 
    	
4.1
    	
This Amendment   shall be signed in duplicate. The Parties shall each receive one original   with copy.
    


 

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Date: 28 June 2012
    	
 
    	
Date: 28 June 2012
    
	
 
    	
 
    	
 
    
	
Place: Ringsted
    	
 
    	
Place: Minnesota
    
	
 
    	
 
    	
 
    
	
For   and on behalf of the Lender:
    	
 
    	
For   and on behalf of the Borrower:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Eric D. Jensen
    	
 
    	
/s/ Robert L. Demorest
    
	
Name: Eric D. Jensen
    	
 
    	
Name: Robert L. Demorest
    
	
Title: Chairman
    	
 
    	
Title: President & CEO
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Lene Stengade
    	
 
    	
/s/ Darrell B. Lee
    
	
Name: Lene Stengade
    	
 
    	
Name: Darrell B. Lee
    
	
Title: CEO 
    	
 
    	
Title: Vice President & CFO
    


 











 

Side 5

 

	
Date: 28 June 2012
    	
 
    
	
 
    	
 
    
	
Place: Minnesota
    	
 
    
	
 
    	
 
    
	
For and on behalf of MOCON Denmark Holding ApS for acknowledgement of   Clause 2.1.3 as amending Clause 4 of the Agreement:
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/ Darrell B. Lee
    	
 
    
	
Name: Darrell B. Lee
    	
 
    
	
Title: Managing Director