Exhibit
10.1


 


AMENDMENT
No. 2


TO


AMENDED
AND RESTATED CREDIT AGREEMENT


 


This Amendment No. 2
to Amended and Restated Credit Agreement, dated as of March 22,
2005 (the “Amendment”), among FARGO ELECTRONICS, INC., a Delaware corporation (“Company”),
the financial institutions that are or may from time to time become parties
hereto (together with their respective successors and assigns, the “Banks”),
LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”),
as Agent for the Banks and as the Issuing Bank, (the Banks, the Issuing Bank
and the Agent being collectively referred to herein as the “Lender Parties”) to
that certain Amended and Restated Credit Agreement dated as of December 18,
2002, among the Company, LaSalle, in its capacities as Agent, Issuing Bank, and
as the sole Bank, as amended by that certain Amendment No. 1 to Amended and
Restated Credit Agreement dated as of April 1, 2004, among the Company,
LaSalle, in its capacities as Agent, Issuing Bank, and as the sole Bank (as so
amended, the “Original Agreement”).


 


RECITALS:


 


A.                                   The Company has
requested that the Lender Parties amend a certain Section of the
Original Agreement.


 


B.                                     Subject to the
terms and conditions of this Amendment, the Lender Parties will agree to the
foregoing request of the Company.


 


NOW, THEREFORE, the
parties agree as follows:


 


1.                                       Defined Terms.  All capitalized terms used in this Amendment
shall, except where the context otherwise requires, have the meanings set forth
in the Original Agreement as amended hereby.


 


2.                                       Amendment.  The definition of “Termination Date”
appearing in Section 1 is amended in its entirety to read as
follows:


 


“Termination
Date means the earlier to occur of (a) March 31, 2006, as such stated
date may be extended from time to time pursuant to Section 2.6; or
(b) such other date on which the Commitments terminate pursuant to Section 6
or 12.”


 


3.                                       Conditions to Effectiveness.  This Amendment shall become effective on the
date (the “Effective Date”) when, and only when, the Agent shall have received:


 





















 


(a)                                  Counterparts
of this Amendment executed by the Company and the Lender Parties; and


 


(b)                                 a
Certificate of Good Standing for the Company of recent date issued by the
Secretary of State of the state of Company’s incorporation and each other state
required by the Agent.


 


4.                                       Representations and Warranties.  To induce the Lender Parties to enter into
this Amendment, the Company represents and warrants to the Lender Parties as
follows:


 


(a)                                  The
execution, delivery and performance by the Company of this Amendment and any
other documents to be executed and/or delivered by the Company in connection
herewith have been duly authorized by all necessary corporate action, do not
require any approval or consent of, or any registration, qualification or
filing with, any government agency or authority or any approval or consent of
any other person (including, without limitation, any stockholder), do not and
will not conflict with, result in any violation of or constitute any default
under, any provision of the Company’s articles of incorporation or bylaws, any
agreement binding on or applicable to the Company or any of the Company’s
property, or any law or governmental regulation or court decree or order,
binding upon or applicable to the Company or of any of the Company’s property
and will not result in the creation or imposition of any security interest or
other lien or encumbrance in or on any of its property pursuant to the
provisions of any agreement applicable to the Company or any of the Company’s
property except pursuant to the Loan Documents;


 


(b)                                 The
representations and warranties contained in the Original Agreement are true and
correct as of the date hereof as though made on that date except to the extent
that such representations and warranties relate solely to an earlier date;


 


(c)                                  No
events have taken place and no circumstances exist at the date hereof which
would give the Company the right to assert a defense, offset or counterclaim to
any claim by any Lender Party for payment of any obligation (monetary or
otherwise) of Company under the Amended and Restated Credit Agreement, any
Note, or any other Loan Document or any other document or instrument executed
in connection therewith and all Hedging Obligations owed to any Lender Party,
in each case howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to
become due; and


 


(d)                                 The
Original Agreement as amended by this Amendment and the other Loan Documents to
which the Company is a party remain in full force and effect and are the legal,
valid and binding obligations of the Company and are enforceable in accordance
with their respective terms, subject to limitations as to enforceability which
might result from bankruptcy, insolvency, moratorium and other similar laws
affecting creditors’ rights generally and subject to limitations on the
availability of equitable remedies.


 





















 


5.                                       Reference
to and Effect on the Loan Documents.


 


(a)                                  From
and after the date of this Amendment, each reference in the Original Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import
referring to the Original Agreement, and each reference to the “Agreement”, “thereunder”,
“thereof”, “therein” or words of like import referring to the Original
Agreement in any other Loan Document shall mean and be a reference to the
Original Agreement as amended hereby.


 


(b)                                 The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the any Lender Party under the Original
Agreement or any other Loan Document, nor constitute a waiver of any provision
of the Original Agreement or any such other Loan Document.


 


6.                                      Costs,
Expenses and Taxes.  The Company
agrees to pay on demand all reasonable costs and expenses of the Lender Parties
in connection with the preparation, reproduction, execution and delivery of
this Amendment and the other documents to be delivered hereunder or thereunder,
including their reasonable attorneys’ fees and legal expenses.  In addition, the Company shall pay any and
all stamp and other taxes and fees payable or determined to be payable in
connection with the execution and delivery, filing or recording of this
Amendment and the other instruments and documents to be delivered hereunder,
and agrees to save the Lender Parties harmless from and against any and all
liabilities with respect to, or resulting from, any delay in the Company’s
paying or omission to pay, such taxes or fees.


 


7.                                      Governing
Law.  This Amendment shall be governed
by and construed in accordance with the laws of the State of Minnesota.


 


8.                                      Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.


 


9.                                      Counterparts.  This Amendment may be executed in separate
counterparts and by separate parties in separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same Amendment.


 





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the date first written above.


 


	
   

  	
  FARGO ELECTRONICS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul W.B. Stephenson

  	
   

  
	
   

  	
   

  	
  Paul W.B.
  Stephenson

  	
   

  
	
   

  	
  Its: Chief Financial Officer

  



 


 


Subscribed and sworn to before me


this 22nd day of March, 2005


 


 


	
  /s/ Vicki Lynn Bonadurer

  	
   

  
	
  Vicki Lynn Bonadurer

  
	
  Notary Public

  



 


 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Agent, Issuing Bank and as the sole Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter
  Pricco

  	
   

  
	
   

  	
   

  	
  Peter Pricco

  	
   

  
	
   

  	
  Its:

  	
  Assistant
  Vice President