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 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 property 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 


 


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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 taken place and
no circumstances exist as of 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 amended 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 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 


 


3

















 


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 BE 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:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: