Exhibit 10.1


 





EIGHTH AMENDMENT TO CREDIT AGREEMENT


 


THIS EIGHTH AMENDMENT
TO CREDIT AGREEMENT (“Amendment”) is dated as of October 30, 2015, by and between Perceptron, Inc. (“Company”)
and Comerica Bank (“Bank”).


 


RECITALS:


 


A.            Company and Bank entered into an Amended and Restated Credit Agreement dated as of November 16, 2010, as amended (“Agreement”).


 


B.             Company and Bank desire to amend the Agreement as hereinafter set forth.


 


NOW, THEREFORE, the
parties agree as follows:


 


1.              The following definitions set forth in Section 1 of the Agreement are amended to read as follows:


 


“Advance
Formula Agreement” shall mean that certain Advance Formula Agreement dated as of October 30, 2015 executed by Company for
the benefit of Bank, as may be amended, restated, supplemented or replaced from time to time.


 


“Base Tangible
Net Worth” shall mean Twenty Nine Million Dollars ($29,000,000).


 


“Revolving
Credit Note”, “Note” or “Master Revolving Note” shall mean the Note described in Section 2.1 hereof
made by Company to Bank in the form annexed to this Agreement as Exhibit “A”, as may be amended, restated, supplemented,
or replaced from time to time.


 


2.             The following definition is added to Section 1 of the Agreement to read in its entirety as follows:


 


“Foreign
Subsidiary” shall mean any subsidiary other than a Domestic Subsidiary, and “Foreign Subsidiaries” shall mean
any or all of them.


 


3.             The definition of “Revolving Credit Maturity Date” set forth in Section 1 of the Agreement is deleted.


 


4.             Section 2 of the Agreement is amended to read as follows:


 


“2.THE
INDEBTEDNESS: Revolving Credit


 


2.1Subject
to the terms and conditions of this Agreement and the Revolving Credit Note, Bank may, in its sole discretion, make Advances to
Company at any time and from time to time not to exceed Ten Million Dollars ($10,000,000) in aggregate principal amount at any
one time outstanding; provided that the aggregate outstanding amount of Advances plus the Foreign Exchange Reserve shall
never exceed the lesser of (a) Ten Million Dollars ($10,000,000) or (b) the borrowing formula under the Advance Formula Agreement.
All of the Advances under this Section 2 shall be evidenced by the Revolving Credit Note under which Advances, repayments and readvances
may be made, subject to the terms and conditions of this Agreement, the Revolving Credit Note and the Advance Formula Agreement.


 






    	 		 



     


    

 


2.2The Revolving
Credit Note shall be payable ON DEMAND, and each Advance from time to time outstanding thereunder shall bear interest as provided
in the Revolving Credit Note.


 


2.3Company
may request an Advance under this Section 2 upon the delivery to Bank of a request for advance as provided in the Revolving Credit
Note, subject to the following:


 


(a)the principal
amount of such Advance, plus the sum of the amount of all other outstanding Advances under this Section 2 and the Foreign Exchange
Reserve shall not exceed Ten Million Dollars ($10,000,000); and


 


(b)a request
for an Advance, once delivered to Bank, shall not be revocable by Company.


 


2.4Company
may prepay all or part of the outstanding balance of the Advance(s) as provided in, and subject to the terms of, the Revolving
Credit Note.


 


2.5[Reserved].


 


2.6[Reserved].


 


2.7[Reserved].


 


2.8Proceeds
of Advances under the Revolving Credit Note shall be used solely for working capital purposes and for Capital Expenditures.”


 


5.             Section 7.1(g) of the Agreement is amended to read as follows:


 


“(g)upon
Company’s request for any Advance, and within thirty (30) days after and as of the end of each month thereafter until no
unpaid Advances shall be outstanding, agings of Company’s accounts receivable and accounts payable, an inventory report,
and a borrowing base report of Company as of such time, each in form satisfactory to Bank, certified by a duly authorized officer
of Company.”


 


6.             Section 8.8 of the Agreement is amended to read as follows:


 


“8.8 Declare
or pay any dividends or make any other distribution upon its stock except (a) dividends payable solely in the stock of Company,
(b) dividends and distributions by any of Company’s Subsidiaries to Company and (c) dividends and distributions
by any Foreign Subsidiaries to its parent.”


 






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7.             Section 8.11 of the Agreement is amended to read as follows:


 


“8.11Make
or allow to remain outstanding any investment (whether such investment shall be of the character of investment in shares of stock,
evidence of indebtedness or other securities or otherwise) in, or any loans or advances or extensions of credit to, any person,
firm, corporation or other entity or association, except:


 


(a)investments
of surplus cash in cash equivalents and short term investments;


 


(b)sales on
open account and in the ordinary course of business;


 


(c)deposits
made in the ordinary course of business in order to obtain goods or services;


 


(d)Company’s
investments in its Subsidiaries existing as of October 29, 2015 and additional tangible investments (cash and real property)
in an amount not exceeding $1,000,000 in the aggregate at any time; and


 


(e)a Foreign
Subsidiary’s investments in other Foreign Subsidiaries.”


 


8.             Exhibit A to the Agreement is deleted and replaced with attached Exhibit A.


 


9.             Schedules 6.3, 6.9, 6.10 and 8.13 to the Agreement are replaced with attached Schedules 6.3, 6.9, 6.10 and 8.13.


 


10.           Company hereby represents and warrants that, after giving effect to the amendments contained herein, (a) execution, delivery
and performance of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within
Company’s corporate powers, have been duly authorized, are not in contravention of law or the terms of Company’s Articles
of Incorporation or Bylaws, and do not require the consent or approval of any governmental body, agency, or authority; and this
Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in
accordance with their terms; (b) the continuing representations and warranties of Company set forth in Sections 6.1 through 6.5
and 6.7 through 6.12 of the Agreement are true and correct on and as of the date hereof with the same force and effect as made
on and as of the date hereof; (c) the continuing representations and warranties of Company set forth in Section 6.6 of the Agreement
are true and correct as of the date hereof with respect to the most recent financial statements furnished to the Bank by Company
in accordance with Section 7.1 of the Agreement; and (d) no Event of Default (as defined in the Agreement) or condition or event
which, with the giving of notice or the running of time, or both, would constitute an Event of Default under the Agreement, as
hereby amended, has occurred and is continuing as of the date hereof.


 






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11.           Except as expressly provided herein, all of the terms and conditions of the Agreement remain unchanged and in full force
and effect.


 


12.           This Amendment shall be effective upon (a) execution of this Amendment by Company and the Bank, (b) execution by the Guarantor
of the attached Acknowledgment of Guarantor, (c) execution and delivery by Company to Bank of a Revolving Credit Note in form satisfactory
to Bank, (d) execution by Company and Bank of an Advance Formula Agreement, in form and substance satisfactory to Bank, (e) execution
and delivery to Bank by Perceptron Software Technology, Inc. and Coord3 Global, LLC of a Guaranty in form and substance satisfactory
to Bank, and (f) execution by Perceptron Software Technology, Inc. and Coord3 Global, LLC of Security Agreements in favor of Bank
and in form and substance satisfactory to Bank.


 


13.           Company shall reimburse Bank for all costs and expenses, including attorneys’ fees, incurred by Bank in connection
with the preparation of this Amendment and the documents, instruments and agreements executed in connection herewith.


 


14.           This Amendment may be executed in counterparts.


 


 


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Left Blank]






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IN WITNESS the due
execution hereof as of the day and year first above written.


 





	COMERICA BANK	 	PERCEPTRON, INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Robert A. Rosati	 	By:	/s/ David L. Watza	 
	 	Robert A. Rosati	 	 	David L. Watza	 
	 		 	 		 
	Its: 	Vice
President 	 	Its: 	Senior Vice President, Finance	 
	 	 	 	 	and Chief Financial Officer	 



 


 


 


 


 


 





[Signature Page to Eighth Amendment to Credit
Agreement (7139144)]











    	 		 



     


    

 


 


ACKNOWLEDGMENT OF GUARANTOR


 


The undersigned guarantor
acknowledges and agrees to the foregoing Eighth Amendment to Credit Agreement and confirms that the Guaranty dated October 24,
2002, executed and delivered by the undersigned to the Bank, as amended, remains in full force and effect in accordance with its
terms.


 


October 30, 2015


 


	 	PERCEPTRON GLOBAL, INC.
	 	 
	 	 
	 	 
	 	By: 	/s/ David L. Watza
	 	 	 
	 	Name:	 David L. Watza
	 	 	 
	 	Its:	Senior Vice President, Finance, 
	 	 	Chief Financial Officer, Treasurer and Secretary



 


  


 


 




 


 


 


 





[Acknowledgment of Guarantor (7139144)]