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 of the
Amendment Documents or other agreements and documents executed and delivered by
the Borrower in connection therewith or the performance of obligations of the Borrower
therein described, except for those which the Borrower has obtained or provided
and as to which the Borrower has delivered certified copies of documents
evidencing each such action to the Lender.


 


4.3           No Adverse Claim. The Borrower
warrants, acknowledges and agrees that no events have been taken place and no
circumstances exist at the date hereof which would give the Borrower a basis to
assert a defense, offset or counterclaim to any claim of the Lender with
respect to the Obligations.


 


Section 5.  Affirmation
of Credit Agreement, Further References, Affirmation of Security Interest.
The Lender and the Borrower each acknowledge and affirm that the Credit Agreement,
as hereby amended, is hereby ratified and confirmed in all respects and all
terms, conditions and provisions of the Credit Agreement, except as amended by
this Amendment. shall remain unmodified and in full force and effect. All
references in any document or instrument to the Credit Agreement are hereby
mended and shall refer to the Credit Agreement as amended by this Amendment.
The Borrower confirms to the Lender that the Obligations are and continue to be
secured by the security interest granted by the Borrower in favor of the Lender
under the Security Agreement, and all of the terms, conditions, provisions,
agreements, requirements, promises, obligations, duties, covenants and
representations of the Borrower under such documents and any and all other
documents and agreements entered into with respect to the obligations under the
Credit Agreement are incorporated herein by reference and are hereby ratified
and affirmed in all respects by the Borrower.


 


Section 6. Merger and Integration, Superseding
Effect. This Amendment, from and after the date hereof,
embodies the entire agreement and understanding between the parties hereto and
supersedes and has merged into this Amendment all prior oral and written
agreements on the same subjects by and between the parties hereto with the
effect that this Amendment shall control with respect to the specific subjects
hereof and thereof


 


Section 7. Severability.
Whenever possible, each provision of this Amendment and the other Amendment
Documents and any other statement, instrument or transaction contemplated hereby
or thereby or relating hereto or thereto shall be interpreted in such manner as
to be effective, valid and enforceable under the applicable law of any
jurisdiction, but, if any provision of this Amendment, the other Amendment
Documents or any other statement, instrument or transaction contemplated hereby
or 


 


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thereby or relating hereto or thereto shall be held to
be prohibited, invalid or unenforceable under the applicable law, such
provision shall be ineffective in such jurisdiction only to the extent of such
prohibition, invalidity or unenforceability, without invalidating or rendering
unenforceable the remainder of such provision or the remaining provisions of
this Amendment, the other Amendment Documents or any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or
thereto in such jurisdiction, or affecting the effectiveness, validity or
enforceability of such provision in any other jurisdiction.


 


Section 8.  Successors.
The Amendment Documents shall be binding upon the Borrower and the Lender and
their respective successors and assigns, and shall inure to the benefit of the
Borrower and the Lender and the successors and assigns of the Lender.


 


Section 9.  Legal
Expenses. As provided in Section 8.2 of the Credit
Agreement, the Borrower agrees to reimburse the Lender, upon execution of this
Amendment, for all reasonable out-of-pocket expenses (including attorney’ fees
and legal expenses of Dorsey & Whitney LLP, counsel for the Lender determined
according to such counsel’s generally applicable rates which may be higher than
the rates charged to the Lender in certain matters) incurred in connection with
the Credit Agreement, including in connection with the negotiation, preparation
and execution of the Amendment Documents and all other documents negotiated,
prepared and executed in connection with the Amendment Documents, and in
enforcing the obligations of the Borrower under the Amendment Documents, and to
pay and save the Lender harmless from all liability for, any stamp or other
taxes which may be payable with respect to the execution or delivery of the
Amendment Documents, which obligations of the Borrower shall survive any
termination of the Credit Agreement.


 


Section 10.  Headings. The
headings of various sections of this Amendment have been inserted for reference
only and shall not be deemed to be a part of this Amendment.


 


Section 11.  Counterparts. The
Amendment Documents may be executed in several counterparts as deemed necessary
or convenient, each of which, when so executed, shall be deemed an original,
provided that all such counterparts shall be regarded as one and the same
document, and either party to the Amendment Documents may execute any such
agreement by executing a counterpart of such agreement.


 


Section 12.  Governing Law. THE
AMENDMENT DOCUMENTS SHALL RE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING
COMPANIES AND THEIR AFFILIATES.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed as of the date and year first above written.


 


	
  BORROWER:

  	
  MAGSTAR TECHNOLOGIES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


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